Chronicles of Peter Parker Volume II - Origins of Spider-Man
by Hardstone
Summary: This is the story of Spider-Man in MCU, leading up to his unveiling in Civil War. Taking on the mantle of Spider-Man Peter faces two new adversaries, along with the entire Oscorp corporation in an attempt to keep the secrets in his blood safe. Working with Dr Connors to find a cure, Peter will learn a secret from his past that will change his life.
1. Prologue

**AN: Hi guys, thanks for tuning into the second part of the Chronicles of Peter Parker. This story moves on from Peter learning about his power and the responsibility that comes along with it, to now embracing his calling as Spider-Man. This story, set in the Marvel Cinematic universe as the previous one was, but will involve a lot more interactions with events from the movies as it is set around the time of Iron Man 2, The Incredible Hulk and Thor. Enjoy and feel free to review :-)**

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><p><strong>Prologue - Undisclosed location<strong>

Late at night in the car park of a small shopping center Doctor Octavius waits in his car. He taps on the steering wheel anxiously; he always does before these meetings. Finally a limousine approaches stopping a few meters away, its headlights focused on Octavius' car. The headlights switch off and figure emerges, Justin Hammer.

Octavius gets out to meet Hammer, Octavius hands him a USB, "Here you go Justin, these are the files on the glider technology you requested."

"Hey, that's great Otto, you're a champion, great work" Hammer congratulates him with an awkward pat on the shoulder. "Now we just need you to get a little more data for us, the body armor and plasma canons" Hammer asks with glee.

"Ok Hammer, I'll get you that info, but then we're done, you'll get me my payment, my own project?" Octavius asks.

"Don't worry Otto, it's all sorted, we're already building your facility, you'll be back to you cold fusion work in no time."

Octavius smiles at hearing this, "That's great Hammer, I'm sick of Oscorp making me work on these theoretical projects" Hammer nods and sympathizes, "Now they've got me building an instrument to create a worm-hole to the other side of the galaxy, can you believe that."

"Such a waste of talent" Hammer replies with false empathy, "They are even having me power a practical device using a theoretical 'cosmic cube,' what's a cosmic cube?" Octavius continues his complaints.

"Oscorp are the past, HAMMER Industries are the future, and with your help our suits will protect this nation and your research will help power the planet… you're going to change the world Otto, you and I, we'll change the world."

The two men shake hands in agreement and leave for their cars.

Hammer gets into his limousine, "Can you believe this guy, he actually thinks I'm going to build a facility for him to experiment on cold fusion" he tells his driver who laughs following Hammer's lead. "Doesn't this guy know? This is America, guns and oil is what makes the money, not free energy, who makes money out of free energy?"

As the limousine drives away, Hammer scans through the files Octavius has supplied him, "Great, this is just what I need for my suits."


	2. A new hero

**Midtown High**

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><p>First day back at school Peter joins his girlfriend Gwen, and the rest of their friends Flash, MJ and Liz. The group reminisce about their summer, MJ raves about LA, going to acting school and learning from professionals. Liz and Flash are inseparable and mention how great the lake was last weekend, MJ and Gwen join in excitedly recounting all the fun they had. Peter becomes quiet, he's missed out on a summer of fun, he's been hard at work earning money working at a supermarket, and secretly as a wrestler.<p>

MJ sees Peter's disappointment as the rest chatter about all the fun they've been having and she gently puts a hand on Peter's shoulder, "Hey Pete, I think it's really great what you've been doing for your Aunt, if you need anything let me know" she tells him softly with sincerity.

"Hey MJ, don't you be hitting on my man" Gwen interrupts jovially, "Wouldn't dream of it" she quips back with a cheeky wink. The group head off to class, Gwen and Peter trailing behind, as they walk Peter notices some junior students picking on a smaller kid with glasses. Peter has a flash back to when he was that kid in glasses.

Peter intervenes and tells them to pick on someone their own size. The boy stands up and is taller and wider than Peter, "What like you? Puny Peter Parker" he replies smugly. Peter grabs the boys arm, spins him around and pulls it up behind his back causing him great pain.

"arrggghhh" the boy yells out, "Yeah like me, now you be a good boy and run off to class, OK?" Peter tells him finally letting him go and watching the boy and his friends sink away into the crowd. Flash looks back at Peter and laughs, "Who would have thought, Peter Parker's all grown up now." Peter walks back to his friends and Gwen gives him a big hug, "My hero" the group laugh amongst themselves as they head to class.

**Abandoned factory - Queens**

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><p>Peter and Harry meet at an abandoned Oscorp factory, as they have all holidays. Peter trains, testing his skills, climbing up walls and poles but having to take off his shoes as normal. The boys then begin testing out the newest revision of his web slingers, wrist mounted valves which shoot out a thin stream of adhesive. After months of refinement, testing and retesting the boys have finally got something that worked, a lightweight adhesive that can be stored under high pressure and has extreme tensile strength.<p>

Slight variations in finger placement on the palm allow different shaped adhesive, or webs as they refer to it. As Peter places his middle and ring finger on his palm the web shooter spits out a short blob of web, it his the wall and spreads out like a pancake. Peter again presses the two fingers against his palm but pulls his hand away from his palm, opening up the valve. This time it shoots a wide web which stretches out across two beams forming a prefect net. Next Peter presses his ring and little finger on the edge of his palm, he cocks his hand to the side and shoots out a long web to a roof beam but he doesn't have the accuracy yet. Peter eventually connects to a roof beam and grabs the end of the web, he swings down like a pendulum but struggles to control himself, crashing into a wall. After Peter gathers himself together Harry realizes they are running late for Science class, the first of the year, they quickly gather their bags and run off to class.

**Oscorp Building**

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><p>Peter and Harry arrive to class late; Dr Connors has already started his class. The boys try and sneak in but Connors sees them and stops the class. He stares at them saying nothing, the whole class begin looking at each other then look back at the two boys. Harry begins to speak but Connors cuts him off, "Take your seats and I will speak with you after class." The boys join the class, walking sheepishly and taking their seats, Gwen looks back at Peter, they exchange a little smile and Peter waves to her, but quickly stops as Dr Connors glares at him.<p>

Dr Connors continues where he left off, detailing how their experiments have been continued over the summer holidays with the help of Michael Morbius and Miles Warren. They will be enhancing their experiments further with a new generation of trans-genetic subject whose abilities will be beyond anything they've seen. Connors follows this with the news that the Oscorp Science Academy will be showcased at the Stark Expo. The students erupt in excitement; the Stark Expo is the largest science and technology exhibition in the world, and this year's promises to be the biggest ever. Connors explains how the Science Academy have been given a one month spot at the show to demonstrate their experiments and free entry to the show.

After the discussion and excitement dies down the students return to their stations to see how their subjects have faired over the summer. Peter and Harry test their spiders and see if their reactions have increased substantially. The students excitedly share each projects progress, the cuttlefish's ability to change color and shape, a beetle's enhanced strength and a cuticle 10 times stronger than previous, you can't even kill it with a hammer, the student demonstrates with a hammer, the beetle, though startled, continues walking. Students continue showing off their subjects, a scorpion that pulls an object 100 times its weight, a praying mantis with enhanced senses and a grasshopper that can jump 10 times higher than normal.

After the lesson Peter and Harry meet Connors in his office, Harry begins apologizing to Connors who smiles and waves it away, "Don't worry boys its fine, I wanted to speak to Peter about his abilities."

"I've been getting stronger, my ability to climb up walls is also improving" Peter explains.

"That's great Peter, what about your sixth sense?" Connors continues, "It's still hit and miss, though more miss than hit" Peter explains, "I haven't really had much of a need for it so maybe that's why?"

Connors nods his head, "That could be it, it's still remarkable how you've developed these abilities, I'll need to perform some more tests" Peter reluctantly agrees then asks "have you found anything in my blood? Are you getting close to a cure?"

"I'm making progress, but still a little way to go."

Harry jumps into the conversation, "Imagine when you do, you'll be able to grow your arm back sir."

Connors smiles and sees the boys out, as he sits back in his chair he looks down at the stump poking out of his lab coat sleeve. He begins daydreaming and remembering where it happened, the day that changed his life forever.

_Smoke fills the air, all Curt Connors can smell is smoke, all he can see is black, and all he can feel is pain. Connors struggles out of his seat and stumbles out of an opening into the cold night air. His ears ring and eyes take a few seconds to adjust, its only then he turns to see the plane he was flying a minute ago burning, a large hole in the side where he just emerged from. As the magnitude of what has happened dawns on him the pain takes over, the flood of blood down his leg pulls his attention to his arm, or where it used to be. Connors looks down in horror, his face turns pale and he drops to his knees_.

**Oscorp Research Facility - Oscorp Tower**

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><p>Late at night the halls of Oscorp's main research facility are empty, but for a single soul, Dr Otto Octavius. Octavius sits at his desk behind a computer, furiously typing away inserting variables into his equation. He finishes this round of variable and runs the calculation, the screen shows an estimated time of 12 hours. Octavius sits back in his chair, relieved to have finally finished this attempt at utilizing dark energy to power a wormhole.<p>

"Ahhhh, I think that's it, I can't wait to see Dr Selvieg face when I out publish him in his own field," Octavius says to himself alone in his office. Octavius sits silently contemplating his achievements then his mind shifts to what he really wants to work on, fusion energy. Octavius looks down at his brief case and pulls out two USB sticks "Time to finish this."

Octavius walks across the main laboratory, looking around for any sign of activity but there is nobody else around. He walks over to a mainframe-networked computer, inserts the first USB a cloaking his activity, then the second USB. Octavius hacks into the secure Oscorp files and downloads schematics from body armour and plasma cannons. As he finishes downloading files he hears a noise in the background, someone else is in the lab. Octavius quickly takes out both USB sticks and rushes back to his desk. As he sits down in his chair, flustered and anxious, a co-worker Mary Alice Anders pokes her head in through the door.

"Hi Dr Octavius, working late again tonight?" she asks. Octavius immediately smiles and relaxes when he's sees her, "I'm just finishing up now, how are you Mary?" he replies.

"I'm good, just heading home, would you like to walk with me to the car park?" she asks, "I would like that" Octavius replies and quickly gathers his belongings, including the two USB sticks.

As the two take the elevator down to the car park Mary asks about Octavius work.

"My project is creating a space bridge, a wormhole from this point to another in space allowing instantaneous travel"

"That sounds… impossible" Mary responds, "My work is mostly theoretical, but it's definitely possible, all we need are the calculations and the power"

"How much power?" Mary asks, totally enthralled by the conversation, "A lot, more than we can produce, I'm working on a prototype, powered by a theoretical power source, they call it a cosmic cube, but it's all theoretical at this stage."

As they arrive at the car park Mary bids goodbye to Octavius, "Good night doctor, I look forward to seeing your prototype one day" Octavius smiles broadly, "You'll be the first."

Octavius sits in his car and takes out a phone taped underneath the seat, he sends a text message to Justin Hammer, [I have the data, lets meet].

**Hammer Industries**

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><p>Justin Hammer is working late again with his scientists, incorporating the propulsion technology into their battle suits. The scientists tell Hammer it will take months to get it to work, "I haven't got months, Oscorp is already there, they have it working, they have gliders, body armor, plasma cannons, what do we have?" Hammer complains rubbing his temples in an attempt to relieve the stress.<p>

Hammer is furious, "Come on guys, I'm going to lose this contract to Oscorp unless we get this working" the scientists look at each other silently, "I've just booked the prime spot at Stark Expo, I need something to show them, guys?"

Hammer is again met with silence, he storms off in frustration, out of the warehouse and into his waiting limousine. He sits down and pours himself a straight whiskey "What am I going to do?" Hammer asks himself, as he contemplates his next move he feels a vibration in his pocket, he takes out his phone and reads the message [I have the data, lets meet]. Hammer's face lights up with a sinister grin, "Well if we can't speed up, maybe Oscorp will have to slow down."

**Wrestling hall**

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><p>The next day after school Peter rings his Aunt May to let her know he's studying late again with Harry. As they do every Thursday the two boys meet and head off to the wrestling hall for Peter's other job. The two boys chat as they walk to the hall, "Pete, you know you don't have to do this, I can help your Aunt May with bills, my father wouldn't even notice."<p>

Peter smiles warmly and places his hand on Harry's shoulder, "I know Harry, and I appreciate it, but I owe it to my Uncle Ben's memory, to follow what he said."

"Power and Responsibility?" Harry asks mockingly, "Yeah exactly, it's important that I'm responsible for my family, for the memory of Uncle Ben… plus its kinda fun."

"Ok Pete, fair enough, time to get your game face on, I'll meet you afterwards."

Peter heads down a side street and gets changed into his wrestling costume, a red and blue outfit with large white eyes, web styling throughout and a large black spider insignia on the front and back. Peter walks through the front entrance and waves to the guard who lets him straight through. Peter waits in the change rooms with the other wrestlers, one of them, another newcomer, asks "Why are you always in costume, are you like disfigured?" Peter chuckles to himself, "It's all part of the mystery, am I a Spider-man, or a man-spider" The young wrestler looks at Peter strangely then goes back to getting his outfit ready. Peter sits silently waiting for his fight, suddenly the change room becomes quite, and Peter looks up and sees a giant man walk in.

"Who's that?" Peter asks, "That's Crusher Hogan, undefeated champion, if you beat him you get five thousand dollars."

Peter becomes excited, _five thousand dollars, that will pay the bills for months_.

As Peter enters the arena he looks around and sees that it only a quarter full. Peter is an undercard starting his fifth match, he's undefeated and working his way up to the main event. The promoter tells him to remember "You get $500 per fight if you win, $100 if you lose, go make some money."

Peter steps into the ring as the announcer introduces the Spectacular Spider-man, New York's newest wrestling prodigy to the crowd. Most of the crowd give a lukewarm applause or out right boos. Next the announcer introduces his opponent to the applause of the crowd, Python, a six foot tall man mountain, as wide a he is tall but all muscle.

Peter is now beginning to mix it with the big boys, not the main event but close enough. As the bell rings Python charges at Peter who avoids him easily, Python may be big, but he's slow. Peter plays with him, ducking weaving, jumping off turnbuckles and flying over his head.

Python becomes enraged and while Peter gloats to the crowd, Python grabs Peter from behind, raises him up in a bear hug and slams them both into the canvas, Python on top of Peter. Python rolls off Peter who gets back to his feet. Python attacks Peter again but this time Peter attacks back, grabbing pythons arm and flipping him over his shoulder and on to the canvas. After another few attacks Peter finally wears him down and wins on a three count. The announcer proclaims the Spectacular Spider-man the winner, to a few cheers, led by Harry, others however boo at the loss of their favorite wrestler.

Peter leaves the stage and meets the promoter, "Well done son, another five hundred large for you" the promoter hands over a wad of cash "Maybe next week you can show us your face?" he asks, "Maybe, for five thousand, for a fight with Crusher Hogan?" Peter replies. The promoter laughs at him, "Oh kid you've got to earn that, if you make a name for yourself maybe… one day."

**Outside wrestling hall**

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><p>Peter and Harry meet down the road from the hall so Peter can get changed then head back to the train station. On their way a fire truck speeds past them, blaring sirens and lights heading down the street. The boys run after it and as they turn the corner they see a building on fire.<p>

A woman hangs out of her window attempting to escape the intense flames spreading through the sixth floor. The fire rages blowing out windows as it moves closer and closer to the stranded woman. The fire truck the boys were following is stuck in traffic and can't get its ladder close enough to the building, to rescue the woman.

People are screaming, panicking yelling at the fire brigade but the traffic jam isn't moving; the occupants have left their cars taking photos and video of the fire. Peter tells Harry, "I have to do something, I'm the only one who can help."

Harry's face fills with concern, "Peter, what happened to a low profile?"

"I can't let her die Harry" Peter replies vehemently, he begins to run towards the building when Harry grabs his arm and urges, "you need to hide your identity."

"Peter looks in his bag at the wrestling costume inside, "I need somewhere to get changed."

Harry points across the road at a phone box, "What about there" he suggests, "That's the stupidest idea ever" Peter replies, he then ducks into an alleyway, puts on his costume but leaves his boots and gloves off. Peter lastly puts on his web slingers.

"What are you planning on doing?" Harry asks puzzled, Peter just smiles back, "Watch."

Peter climbs up the wall of the building to the roof, he walks to the edge and measures his distance, once he's sure he's done the calculations he fires a web at a higher building and swings down almost to the ground but the webbing lifts him back up to the sixth level where the woman hangs out the window about to fall. As Peter swings past she lets go of the window and falls straight into Peter's arms. Peter grabs onto her tightly, lets go of the webbing and lands on the pavement below, as soft as a cat.

The crowd erupts in applause; the woman is visibly shaken but thanks Peter repeatedly.

"Who are you?" she asks as the crowd begin to converge, "I'm Spider-Man" Peter responds.

"Why aren't you wearing any shoes?" she continues, Peter looks down slightly embarrassed, "Um yeah well I better get going" Peter shoots a web up to the side of the building and swings away from view of the crowd.

Peter stands on a rooftop pleased with himself looking down at the frenzy within the crowd. Peter eventually looks around for a way down, he sees a low rooftop further down the alley, he shoots a web confidently and swings down towards it. Peter however hasn't got the distance he wanted, he lets go of the web but doesn't make the rooftop, hitting the building wall and attempting to grab it with his hands and feet, scrambling to get a hold of something as he falls to the alleyway floor. Peter falls directly into an industrial waste bin full of food scraps, slowly picking himself up, and the food scraps from his costume.

Peter walks to the end of the alleyway where Harry is waiting, "Come on Pete stop mucking around."

"Did you see that Harry, I totally saved that girl, like a super hero."

"What happened to low profile, you told her you're wrestling name, you'll be in the media for sure, and Mr Smith isn't going to like that."

"Sorry, I just got carried away"

The boys part ways and head home.

Peter returns home, his Aunt May is asleep on the couch in front of the TV waiting for him. Peter puts a blanket over her to keep her warm, turns off the TV and places his winning in her savings tin.

**Peter Parker's house**

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><p>The next morning Peter wakes Aunt May up who is still asleep, she is a little startled and doesn't realize what time it is, Peter has made her breakfast and has left some money on the table for her. Aunt May protests but Peter insists, "Aunt May, you've given me everything in my life, this is the least I can do."<p>

Aunt May begins to weep and hugs Peter thanking him and reminding him how much of a good boy he is, and how much he reminds her of his Uncle.

Peter head's off to school but on the way he spots the headline on the front page of the Daily Bugle [Wrestler rescues woman from fire]. Peter continues to read on as it explains "local wrestler, known only as Spider-Man, swung to the aid of a young woman who was seconds from death. The article ends with [Could this be New York's answer to Iron man?]

Peter's face lights up with excitement and pride, _New York's answer to Iron man, nice_.

**Oscorp Boardroom - Oscorp Tower**

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><p>Norman Osborn sits down at the board table looking at various pictures, all taken of Spider-Man's spectacular rescue the previous night. He also has a number of monitors set up showing video footage, both of this incident and those Peter has been involved in previously.<p>

Jameson walks up behind him and bellows, "What is all this crap? Why have you called me here? Why haven't we won that contract yet?"

"Don't worry Jameson, our technology is more advanced than Hammer, and Stark isn't in the industry." Osborn replies, "Once we finalize the super soldier program then we will take every military contract in the US and the world!"

Jameson complains, "No one cares about super soldiers anymore, its all technology now!"

Osborn replies, "Super soldiers are everything, the U.S. government have been trying to replicate Captain America for the last 70 years, if we crack the code we will supply every soldier in their army, in every army."

"So you keep telling us, what does this have to do with me?" Jameson replies grumpily.

"To get our super soldiers we need to catch this new vigilante, we have a lead but we need you to promote him." Osborn throws down an issue of the Daily Bugle, "If we keep him in the headlines, and make him a hero, we can capture him."

Jameson laughs, "I'll make this boy the most famous hero in New York."


	3. The Wrestler

**Midtown High**

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><p>Over the next week both the media and school are a buzz about Spider-Man. All the students can talk about is New York's newest superhero and celebrity. Peter's pride grows every time someone mentions how amazing Spider-Man is or the spectacular way he saved that woman he gets a broad smile on his face.<p>

"What are you smiling at Peter?" Gwen asks inquisitively, "Oh hey nothing, just how cool this Spider-Man guy is" he replies.

"I know, he's sensational, saving that woman from the fire, stopping criminal, he's just what this city needs" Gwen boast excitedly.

Flash, MJ and Liz join them, "Hey guys look at this" Flash opens his jacket to reveal a Spider-Man shirt, "How cool is this."

The guys ask him questions about where he got it, how much it costs, all Peter could think of is, _shouldn't I be getting a cut of this?_

The conversation now moves onto where Spider-Man came from, the group begin discussing many theories to Peter's amusement, "He's a super soldier like Captain America" Gwen proclaims, "No he's a government experiment, they're messing around with DNA and things" MJ joins in "He's shooting webs from his hands, I mean that means his a mutant yeah?" she finishes.

"Actually it would make him a mutate, mutants are born with abilities, mutates abilities are made after birth" Peter adds.

"Maybe it's the Masked Marvel, the guy who saved us in the Auditorium last year?" Liz suggests, the group goes quite in contemplation. Finally Gwen breaks the silence, "It makes sense, the same guy who saved me at the dockyards as well."

"Nah this guys is super strong and shoots webs from his hands, totally got to be a different guy" Peter disagrees.

The bell rings and the group go to class, all quietly thinking about Liz's comment and who is Spider-Man.

**Oscorp Tower**

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><p>Later that day Peter, Harry and Gwen attend their Science class in Oscorp Tower. As they sit down waiting for the class to start they notice Dr Connors and his assistants are very nervous and checking all their papers, experiment enclosures and facilities.<p>

"What's up with Connors?" Gwen asks the boys, "I don't know, they look on edge, nervous even" Peter replies.

"I know what it is" Harry jumps in, "The king is coming to visit his subjects."

Gwen and Peter look at each other with confusion, then Norman Osborn walks into the room accompanied with Mendel Stromm, the student cheer, Peter and Gwen look at each other with surprise and Harry mumbles profanities under his breath.

Norman begins with a speech to the class, outlining how discovery is the essence of science, how pushing the boundaries of science can benefit society, humanity and the bottom line. Norman describes how he was a budding young science student and through his discoveries and perseverance he began a company which is now one of the largest in the country.

The students all applaud with enthusiasm, they take to their experiment stations whilst Norman examines their experiments.

Harry and Peter measure the strength of the spiders, they've given each one a name and cheer and high five as one exceeds the previous generation. Norman speaks with Harry and Peter, he's impressed by the results they are achieving. Norman comments that Peter must be carrying the load, it appears he has a good influence on Harry. Norman continues that maybe if Harry was more like Peter he would be fit enough to lead Oscorp one day.

After Norman leaves the class returns to normal. As the class begins to leave Connors asks Peter to stay behind. When the class has gone Connors asks Peter whether he was behind the Spider-Man incident, Peter admits he was. Connors tells him that he can't wrestle anymore and he needs to be more careful, people will kill to learn about his super powers. Peter agrees and leaves the room smiling and waving to Connors.

Dr Connors looks over at Peter as he leaves and begins daydreaming.

_Connors kneels down, pain shoots up his right arm as blood forms pool at his knees. His ears are ringing, his head spinning and he feels like he's in a bad dream. Through the ringing, the explosions and burning fires, Connors hears something that draws his attention, the screams of the child. Connors suddenly breaks out of his dream state and forces himself back to his feet. Connors, in pain, weak from blood loss, dazed, he stumbles back through the hole in the plane fuselage. As he enters they are many people injured or dead in the seats, whilst others scramble past him to safety. Connors looks down and sees a young boy still in his seatbelt crying for help. Connor's reaches down and opens the boys seat belt with his only hand, pulls the boy up out of the seat and stumbles back out of the plane. As Connors walks away from the plane he begins to lose consciousness, he stumbles and falls to the ground still holding the boy as the plane explodes_.

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><p>At the front of Oscorp Gwen and Harry waits and asks if he got in trouble, "Nah not really, Connors just wanted to ask me something, about our experiment."<p>

"You never get in trouble, you're his favourite, the teachers pet" Gwen pokes fun at him, Harry joining in. Gwen kisses Peter goodbye and heads for her lift

Gwen finally leaves for her car and the two boys walk to the nearest subway station speaking about the shuttle launch next week. As they walk the boys hear yells coming from an alleyway, they walk down to investigate and see a man getting mugged, Peter quickly pulls out his wrestling costume, Harry tries to stop him, "Is this a good idea?" he asks, "Harry, remember Uncle Ben's words" Peter replies, "Ok" Harry finally agrees.

Peter places his webslingers on and runs up to the mugger, grabbing him form behind, relieving him of his knife and throwing him across the alleyway. The mugger recovers from his knock, as he looks up and realises he's facing Spider-Man fear pulses through his body, he tries to run but Spider-Man shoots a web, sticking his hand to a pole, "Stick around" Spider-Man says laughing to himself, the victim thanks him, "You're the spider-man, you're a hero, thank you so much."

Spider-Man becomes embarrassed, "No sir I'm just a concerned citizen trying to help those in need" as Peter continues explaining, the victim interrupts him, "Hey he's getting away."

Spider-man turns around to see the thief has cut the webbing with a spare knife and runs down the alleyway. Spider-man runs down after him, past a hiding Harry, and turns the corner seeing the thief entering the subway. Spider-man stops and shrugs his shoulders taking a mental note, _next time web both hands_.

**Forrest Hills - Internet Cafe**

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><p>The next morning before school Peter enters the local internet cafe, using Harry's specially made encryption usb, he logs onto his secure email, Spider-Man92 . As Peter reads through his emails he see a new email from the wrestling promoter.<p>

The email asks if Peter is available to fight Crusher Hogan for $5000, and to call him for more details.

Peter's eyes light up, _I can do so much with five thousand_. Peter considers Connors warning about going back to the wrestling.

_It'll be fine the men in black are gone, what possible problems could I have. _

Peter decides against Connors advice and rings the promoter who explains that his prominence in the Daily Bugle means people are desperate to see him wrestle, the place will be full.

Peter agrees to the match up until the promoter includes one more point, Peter will need to reveal his identity. Peter is shocked and refuses, the two discuss back and forth until a compromise is made, "If Crusher Hogan defeats me, I'll reveal my identity, but only if he defeats me." The Promoter agrees and the deal is done.

**Wrestling Hall**

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><p>Peter and Harry walk towards the wrestling hall as they have many times, but this time there are crowds of people heading towards the stadium. Peter struggles to find a quiet place to get changed, as Harry joins the masses. Peter eventually gets changed behind a bin and steps out in costume as Spider-Man. Spider-Man notices the masses heading towards the hall at each end of the alleyway, he realises he can't casually walk to the hall anymore. Spider-Man takes his boots and gloves off, looks up at the side of the building, climbs to the top and travels along to the rooftops until he is across the road from the hall. As lines of people wait to purchase their tickets and get into the front door Spider-Man swings overhead to the front door, sticking to the wall overhanging the entrance. The crowd cheers and Spider-Man waves to them and the security guard who invites him in.<p>

In the change rooms all the other wrestlers are excited to see Spider-Man, they crowd around asking questions about where he's from, how he can climb up walls but Peter resists the temptation to show off and leaves the rest of the group to sit alone with the promoter. Firstly the promoter congratulates Spider-Man on his entrance, the two speak about the fight and their agreement, Spider-Man will reveal his identity if he loses, but only if he loses. The promoter agrees and shows Spider-Man to his private change room, he gives him one word of advice, "Remember, you're an entertainer, not a wrestler if you put on a great show they'll keep coming back and you'll keep getting paid."

When the main event starts, Spider-Man v Crusher Hogan is announced, Spider-Man enters the packed stadium to cheers from the crowd, "Spidey, Spidey." Spider-Man waves to the crowd, pumping his fists like a heavy weight boxer about to fight for a world title. This week the promoter has even organised a theme song for him, "Spider-Man, Spider-Man, does what ever a spider can." As Spider-Man approaches the ring he doesn't use the stairs to enter, he bounds onto the turnbuckle in one leap, crouching on top of it then jumping up, summersaulting before landing in the middle of the ring to a deafening roar.

The crowds delirious applause then falls silent as the hard rock theme song for Crusher Hogan. Crushers' fans yell in excitement as the nearly six foot supreme athlete enters the arena and heads to the ring. The announcer lists the achievements of the still undefeated champion, _maybe this wasn't the best idea,_ Peter thinks to himself.

Crusher enters the ring, though the same height as Spider-Man, Crusher is much larger and unlike Spider-Man's previous opponent, Crusher is fast, strong and smart. The announcer explains the rules to the wrestlers and crowd, including the outcome if Spider-Man loses. The crowd go wild at the notion of finding out who Spider-Man is, they're as interested in seeing him win as finding out who he really is.

The bell rings and the two begin circling, sizing each other up. Peter as always doesn't engage first but reacts to his opponents, Crusher however knows this and doesn't engage. The two continue to circle each other as the crowd begins to boo and hiss in frustration, "Boring, Boring" some begin to yell. Peter is mindful that he's an entertainer, seeing the promoter on the side urging him to attack Spider-Man leaps in to grab Crusher who slips to the side, throws Peter into the ropes and elbows him in the face as he rebounds off. Spider-Man hits the canvas but quickly rolls away and gets up before Crusher can land another blow on him.

This time Spider-Man is more cautious in his attack, he approaches Crusher slowly and as he gets close Crusher grabs him, picks him off the ground and flips him onto the canvas with crusher on top of him. Peter is winded, Crusher grabs Spider-Man's leg for a count, on the second count Peter comes back to his sense and pushes Crusher off him with his arms, sending him into the air, a collective gasp of astonishment comes from the stands, even Crusher looks at Spider-Man with disbelief. Spider-Man gets to his feet but Crusher is again on top of him and grabs him in a bear hug with one arm and the other he places on Spider-Man's mask asking the crowd if he should remove it to which they frantically agree.

As Crusher is about to remove the mask, Spider-Man breaks free from his hold, pulls Crusher's arm behind him to the cheers of the crowd. Spider-Man now takes crusher into the ropes, rebounding him off and slamming him into the canvas. As Crusher best back to his feet Spider-Man has climbed the turnbuckle and leaps through the air with an elbow hitting crusher square in the face. Crusher grabs Peter and tries to pull him onto the canvas but Spider-Man's strength now shows, he pulls Crusher up and above his head, slamming him into the canvas then promptly laying on top of him, holding up his leg to a three count by the referee and Spider-Man is now the victor.

The announcer enters the ring presenting Spider-Man as the new champion, Peter waves to his fans and leaves the ring to meet the promoter in the change rooms. In the rooms the promoter tells Spider-Man he needs to send his winning to a bank account, only the undercards are paid in cash. Peter is extremely disappointed and angry, "Why can't you pay cash like before?" he asks.

"It's government regulations kid, nothin' I can do about it, plus I don't have 5k in my wallet"

"What about all the cash you made tonight?" Peter asks angrily, "And all those t-shirts you're selling, where's my commission for that? That's my intellectual property" Peter growls.

"No worries kid, we can work it out when you give me your bank details and take off that mask, otherwise there's no deal."

Peter is enraged, _I can't believe he's doing this to me, maybe I should reveal my identity, for the money, for Aunt May? _Peter sits quietly thinking about the money, but also contemplating what could happen if the men in black, Maggia or anyone else knew of his power.

"Sorry, I can only work in cash" Peter informs the promoter who is genuinely disappointed, "I'm sorry as well kid, we could have made a lot of money together."

Peter gets up to leave despondently when the promoter stops him, "Here's the five hundred at least, it's the most I can give you in cash." Peter takes the money and leaves through a back entrance avoiding the crowds.

**Outside Wrestling hall - New York**

* * *

><p>Peter walks down the alleyway still in costume, head slumped, alone and disgruntled with the promoter and the failure of his plan to help his Aunt May. Approaching the street Peter suddenly feels his spider-sense tingle with danger. Peter looks up, darting his gaze back and forth then upward where he sees a net flying down in his direction. Peter jumps to the side out of the nets path narrowly avoiding being it. Peter now sees multiple figures dressed in black fatigues, the same as Tombstone's men from the shipyard, approaching from all directions.<p>

Peter begins to flee away from the road but more men appear, armed with tazers. The leader of the group stands on his phone taking orders, "I want him alive" he is told, "Capture, don't kill" the leader tells the soldiers.

All the men converge on Spider-Man who leaps over two of the oncoming men, turning them around and pushes them into the group of on coming soldiers leaving them in a heap. Two other soldiers close in on Spider-Man firing tazers at him, his reflexes are too quick avoiding them and attacking both men. One of the men has a bionic arm, he grabs Spider-Man who struggles to break free. The other soldier takes out a tranquilliser gun and fires it at Spider-Man who quickly darts out the way. The dart put the other soldier to sleep whilst Spider-Man attacks the gun wielding man, punching him firstly in his metal chest causing him much pain, but then finding his soft human parts and pounding them. The rest of the soldiers catch up and try to tazer Spider-Man but he fights through, injuring the soldiers in their human flesh.

Though Spider-Man injures many of the men, putting them out of commission, there are too many for him and he fires his webbing onto the side of the building and pulls himself to safety. Climbing up the side of the building tazer and tranquilliser darts fly but none hit him.

Spider-Man arrives at the top of the building, breathing heavily, relieved to have escaped. After a few deep breaths he looks across at the two soldiers approaching him, guns pointed ready to fire. As they're about to shoot Spider-Man darts across the roof as more soldiers emerge from the roofs access door.

Spider-Man leaps off the building and fires a webbing to an adjacent building swinging away wildly with little control, he flies down through another alleyway crashing through lines of laundry and into a fire escape. After a few minutes, dazed, he gathers himself together returning to the street and waits for the wave of attacks. After a few minutes Spider-Man realises that he's lost them, he takes off his suit and returns to being Peter Parker, walking cautiously along the streets to the subway. As he approaches the nearest subway he notices more men in black fatigues, Peter turns to avoid them when Harry screeches to a halt in front of him, "What the hell was that Pete?" Harry asks, "We need to get out of here, quick" Peter responds, "It'll be safe in my place" Harry reassures him and the two boys head off.

**Harry's Apartment**

* * *

><p>Peter rings Aunt May and tells her he's staying at Harry's place after a long night studying. Peter fills Harry in with all the details from his encounter with the soldiers and the wrestling promoter.<p>

"I'm going to give up wrestling, and crime fighting, its just too dangerous with the Maggia still after me."

"That's too bad Pete, I got you a special wrestling suit" Harry brings it out, it's a lot more darker and the patterns are more clearly defined on this suit. Pete forgets about his problems as his face lights up with excitement.

"I got this from my contact in the R&D department, Stanley" Harry explains, "It was a prototype for the space suits the Ares shuttle astronauts will use, its biosynthetic, which means it enhances your body's normal actions, it keeps you warm when it cold, and vice versa, enhances strength speed and its thermochromatic."

Peter looks at Harry with bemusement, "Thermochromatic?" he asks, "Yeah, when your cool, not moving or in a dark place the colours are dark, but when your hot, in the light or moving a lot the energy transforms into light, brightening the colour of your suit."

Peter finishes putting the suit on, but doesn't put the gloves or boots on, "Try the gloves, and the boots" Harry suggests, "Why? Then I can't crawl up walls."

"Bio-synthetic remember? Enhances physical attributes? It might just work."

Peter rolls his eyes and tries them on, he walks over to the wall and places his hand on it, pulling himself up he lifts his entire body off with the one hand. Peter proceeds to walk up the wall and onto the roof with his boots and gloves on.

"It actually worked" Harry remarks to himself, Peter jumps down from the ceiling, "This is the coolest thing ever Harry, thank you so much"

There's one more thing Harry ads, he shows peter a small button on his index finger, he pushes it softly, when he does the costumes eyes light up bright white. Peter looks in the mirror and is amazed. Then when Harry pushes hard the entire suit flashes a bright red and blue colour. "If you're in trouble Pete just flash them like a gazelle and run" Harry advises.

"Thanks Harry but I can't risk it, I barely escaped tonight."

"Ok Pete, that's fine, just keep it with you, just in case."

"Will do Harry."

**Oscorp Tower**

* * *

><p>At the Cybertek division of Oscorp head of robotics Spencer Smythe looks over his injured cyborgs who have returned from their battle with Spider-Man. Osborn enters the room accompanied by Mendel Stromm, Osborn looks around at the squad who are severely injured.<p>

"What is this Spencer? I thought your cyber soldiers were going to capture the Spider-Man, what is wrong with them?" Osborn asks angrily. "Sir, the cybernetic components are fine, it's the human parts that are weak" he replies.

Osborn stamps his feet in rage, picks up a spare mechanical leg and throws it into a cabinet smashing the glass and collapsing the shelves.

"Fix it" he yells, staring insanely with rage at Spencer, "I could fast track the slayer drones we are designing?"

Osborn's rage subsides, "Slayer drones?" he asks "Yes, they're designed to remotely kill or capture neutral or enemy combatants."

Osborn stands and ponders for a moment, "Put all resources into building those slayers to capture, not kill the Spider-Man."

"So you'd like a squad of Spider-Slayers then?" Spencer asks with a grin, "Yes thats exactly it, how long will they take?"

"A few weeks" he responds, "That's too long" Osborn demands and storms out of the office followed by Stromm.

In the elevator Norman laments the cyborgs failure, "Why do we bother with these machine men, they are human, they are weak."

"Sir, these cybernetics, combined with the super soldier strength and the healing factor will create you the greatest army in the galaxy." Osborn smiles at this notion, "It's why we're funding the A.I.M. think tank and their research, and our research on the OZ formula" Mendell finishes.

Osborn suddenly stands to attention, realisation floods over him and he presses floor 61. The elevator opens and the two men approach Dr Connors who is working late on his research.

"Connors, there is a super soldier running around the streets climbing up walls, shooting web from his hands" Osborn states but without a follow up questions.

"I'm sorry?" Connors asks, "The super soldier, could it be a trans-genetic, from your spiders?" Osborn continues.

Connors laughs out loud at this notion, Osborn's expression doesn't change. "That's impossible, we can't event combine arthropods DNA together, the two species are too different" Connors replies, "Plus if it really was a man-spider then it would have six arms, eight eyes and be shooting webs out its arse not its hands" Connors continues barely containing his laughter.

"How does it walk on walls, shoot webs?" Stromm joins in, "Suction caps, release valves, its all technology not biology" Connors explains. "Very well" Osborn concedes as he turns and storms off.

As the two leave in the elevator Connors thinks back to when Connors and Osborn's friendship began to fall apart.

_Connors sits in the lab surrounded by fellow scientists two Russian, two American and Osborn. Connors vehemently argues with Osborn, "We can't experiment on them, they're human beings not lab rats." Osborn waves away his protests, "What is the price of saving the world Curt? Would you risk the lives of millions, for the sake of a few?" Connors looks at Osborn with despair, "What kind of world would be left to save if we don't?" Connors grabs his coat and storms out the lab, Osborn looks at two of his men lurking outside the door of the lab, he nods his head in Connors direction and the two follow him_.


	4. Friendly, Neighborhood Spider-Man

**Midtown High**

Over the next week New York, the media and Midtown High have talked about nothing except Spider-Man; it has even overshadowed the Stark Expo later on that night.

"Hey Pete, are you excited for the show tonight?" Gwen asks with a broad smile, "Yeah can't wait to check out the Oscorp exhibit, and the anti-dementia drugs being showcased at Advanced Idea Mechanics.. Oh and" Peter continues listing events when Gwen places her finger on his lips stopping him mid sentence. MJ has arrived and Gwen immediately asks her, "Do you want to come to the Stark Expo tonight?"

MJ is confused and hasn't taken on board what Gwen is asking, "Ha, what, where?"

"Harry has a spare ticket to the expo, he asked if you wanted to come?"

MJ begins to blush, "He wants me to come to the show, really?"

"Yeah, Harry really likes you, he…" Peter replies before Gwen hits him stopping him mid sentence again.

"You should come, keep me company while the boys look at their toys" Gwen asks MJ who smiles and nods in agreement, "Ok why not, sounds fun."

**Stark Expo - Flushing Meadows**

The four move through the thick crowds heading into the Stark Expo and towards the main stage that is already full to the brim. The group tries to get a good vantage point to see the stage but only get a glimpse. They wait in anticipation, discussing how Tony will make his entrance, will he talk about Iron Man and which exhibits they will visit.

—

15,000 feet above Tony Stark stands in military jet in his latest Iron Man suit, he speaks to Pepper Potts on the phone.

"Where are you Tony, I can barely hear you" Pepper asks with frustration.

"I'm just getting ready for the show."

"What's that I can hear in the background?"

"Oh that, its just a hair drier" Tony replies smugly.

"Sir 2 minutes to the drop zone" the pilot announces over the speaker.

"Drop zone? Tony where are you really?"

"Sorry, what was that… you're breaking up" bzzzt Tony hangs up.

"Let's give them a show they'll never forget."

Over the speaker the pilot announces, "Two Seven Zero at 30 naughts holding steady at 15,000 feet. You are clear for extro-tation over the drop zone." Iron Man steps up to the edge of the cargo ramp and jumps free of the plane.

—-

At the main stage a line of dancing girls dressed in skimpy Iron Man outfits dance in unison to AC/DC's Shoot to thrill as a pre-event announcer builds anticipation for the opening. Fireworks begin flying up into the sky, the whole crowd erupt into frantic applause and screaming as they look up high at the rockets exploding.

"What's that?" Peter asks Gwen pointing to the sky, "Fireworks?" Gwen quips back sarcastically, "No that, there's a rocket flying downwards, it couldn't be…" Peter trails off as the rest of the crowd notice the rocket heading straight down at them. The crowd begins to quieten as people begin holding their breath in fear and anticipation. As the rocket draws nearer the familiar red and gold design becomes clearer and the crowds noise begins to rise until, BOOOM, Iron Man lands into the middle of the stage to a backdrop of explosions and flashing lights.

The crowd erupts into a fever pitch of overwhelming excitement bordering pandemonium. Iron Man's suits is removed by robots located within the stage, piece by piece until Tony Stark is left to absorb the adulation of the crowd.

The group try to get a glimpse of Tony, peering through the many up stretched arms holding smart phones taking photos and videos of the event. During Tony's speech about being Iron Man and the importance of science Harry helps MJ up onto his shoulders so she can see the action, Peter noticing this does the same with Gwen.

After Tony's keynote speech the crowd disperses to view the various exhibits throughout the park. The group firstly goes to the Oscorp Science Academy exhibit to see the presentations of their experiments. Miles Warren is hosting it, explaining what their experiments are doing and how it will change the world. When the group arrives Miles immediately spots Gwen and breaks off his conversation to greet her.

"Hi Gwen, so great to see you, how do you like the show?"

"Fine thanks Dr Warren" Gwen replies, "Call me Miles" he tells her.

The two begin chatting away leaving Peter standing by himself awkwardly trying to not appear that he is now a third wheel and waiting for them to finish. Harry and MJ stand a few meters away laughing and chatting, Harry looks across at Peter and raises his eyebrows in surprise at the long conversation between Gwen and Miles. Peter cuts in and apologizes to Miles, informing him that they need to leave. Miles is displeased by Peter's rude interruption but reluctantly says goodbye.

As the group leave the expo Gwen and MJ excitedly talk about Tony Stark, "He's smart, rich good looking" they list, "and old" Peter adds.

Gwen smiles, "Don't worry Pete, you're still my number one."

As the three walk away Harry lags behind scratching is head, "I'm rich, smart, alright looking and young, what's wrong with me?" he says to himself.

Outside the expo Gwen takes Peter onto the opposite side of the street, giving Harry and MJ some time alone. After much walking Harry's limousine arrives, before he gets in MJ and Harry kiss, Harry looks very uncomfortable and freezes. After that brief moment the two exchanges some awkward glances in silence then Harry leaves in his limousine.

MJ runs over to Gwen and begins blurting out about their date and the kiss totally ignoring Peter. They begin walking together away from Peter, "Hey don't you guys want me to walk you home?" he asks, "No where fine, see you tomorrow" Gwen replies and they continue their conversation.

Peter begins walking home, along the same route as the girls, but 20 meters behind. The girls head down a side street leading towards Gwen's house. Peter walks straight towards his house, as he glances down the side street he notices a small gang hanging out on a doorstep. Peter stops at the corner and surveys the situation; he notices some of the gang yelling towards the girls who cross the road to avoid them.

_I don't like this, I've got to do something… no wait Spider-Man needs to do something._

Peter gets changed out of site and climbs up the side of a house, running and jumping roof to roof. On the third roof his foot goes straight through the tiles. Spider-Man quickly pulls himself up and continues in pursuit, watching the gang follow the girls and chase them down behind a row of shops into a dead end.

The five men begin laughing and taunting the girls, "Which one shall we have first?" one asks, "The blonde, definitely the blonde" another man answers. "I heard red heads have more fun?"

"You don't scare me… you're pathetic" Gwen yells at the men who laugh at her.

"Shut up blondie" one of the men yells back, "Shut up?" Gwen asks, "Come and make me shut up, I'll kick you in the balls" she continues with anger.

The men continue to laugh and taunt, "My father is a police officer, you touch us and there will be 20 cops here beating your Neanderthal hides."

One of the men's patience has grown thin, he approaches Gwen, arms outstretched to grab her when she pulls out her mace and squirts him in the face. The man scream out in pain, rubbing his eyes and rolling on the floor. The other men laugh at their friend, Gwen looks down at him as he rolls around, as she does one of the others grabs the mace from her hand and pushes her to the ground. MJ quickly runs to Gwen's aide comforting her as the four remaining men bare down on them.

"Close your eyes" a voice asks the girls, "I'm not going to close my…" Gwen begins to reply when she realizes the voice was not from in front of her, but behind her, and above her.

"You probably don't want to see this" Spider-Man suggests to her, "Actually I really do" she says with a smile, "Hey what the" one of the attackers begins but Spider-man immediately shoots webs at him, the first two miss but the third hit him in the face. He runs backwards trying to rip it off, Spider-Man shoots another web into his groin then attacks the rest of the group, punching, kicking and throwing them around like rag-dolls. Spider-Man uses his web net to stick the thugs to walls and the floor. One member tries to escape, Spider-Man runs behind him, climbs up the wall to get the right angle and shoots a web net that sticks to two poles, the gang member runs right into it. Spider-Man returns to the two girls who are back on their feet and have been excitedly following all of Spider-Man's moves.

"Thank you so much Spider-Man, you saved our lives" Gwen gushingly praises him.

"It's all part of the services from you're friendly neighborhood Spider-Man"

MJ stares at Spider-Man with intrigue to saying a word. "Spider-Man, can I ask, are you the same person that saved me from the Maggia?" Gwen asks. Spider-Man shifts uneasily, weighing up whether he should tell her the truth or not.

"Yes, that was me" Spider-Man blurts out without anymore thought, "I knew it, you are amazing, spectacular, you're my hero" Gwen lavishes him with more praise and gives him a great big hug. When she lets go of him she looks up at him with pure adoration.

"You sound kinda familiar Spider-Man, do we know you?" MJ asks interrupting their moment. Spider-Man now panics, "Um, I've got more people to help, be safe girls" he responds in a deeper voice, shooting a web onto the side of the building and gliding away.

The two girls exit the alleyway, Gwen taking a moment to walk over to one of the gang members and kick him in the groin, "Told you."

**Midtown High**

The next day at school Gwen can speak about nothing except how Spider-Man saved her. The whole school wants to hear the story, which she tells everybody. MJ ads her bits and pieces but is not as interested as Gwen. Peter, though being sidelined by all the attention on Spider-Man, enjoys it as he secretly knows everyone loves him.

Even Flash is obsessed and suggests they should have a Spider-Man fan club. Peter takes some time away from the excitement to call Harry. Peter explains what happened last night and the reaction at school today.

"I'm thinking I should tell Gwen who I am, like the other me," Peter tells him.

"Are you coming out of the closet?" Harry asks mockingly, "You know what I mean."

"Pete, that's a really bad idea, she needs to like you for you, and telling her will only risk her life."

"But we will become so much closer if I did" Peter responds, "Maybe, but for how long? If something happens what stops her from selling your identity to the papers, what if an enemy targets her?"

Peter considers Harry's words and agrees, "Ok Harry, I won't tell her."

**Undisclosed location - New York**

Justin Hammer meets again with Otto Octavius in the parking lot of an abandoned super market. Otto walks up to Hammer's limousine and hands him the USB with all the data.

"Is this everything?" Hammer asks, "Yes, I've got everything you asked, so now, what about my laboratory?" Otto asks impatiently.

"Hey, yeah Otto it's nearly complete, we can go visit it when I get back from DC."

"D.C.?" Otto asks, "Oh yeah there's a little senate committee thing I'm going to but it'll only take a day, then we'll go see you're new lab."

Otto is skeptical of Hammer, "Ok Hammer, you better not be playing me."

"Hey no, Otto, you're my main man, we're going to change the world together, cheap clean energy for everyone."

"Ok Hammer, I'll see you then."

"Oh just one thing Otto, I need a scan of the prototypes" Hammer hands Octavius a briefcase which he opens, "This briefcase has a laptop that doubles as an X-ray density monitor which will map out the room, equipment and weapons they've created, I need this last thing for our own lab."

Octavius looks suspiciously at Hammer, and the case, "I don't know about this, they'll detect its contents and security will capture it, capture me."

"Hey, Otto, it been tested against the best security in the world, no one will detect it."

"I don't know about this, it's a little more than I signed up for."

Hammer rubs his head in frustration, "Otto, you signed up to save the world, to create cheap clean energy, the only way to do this is with me."

"It's not the only way" Otto replies, "While Oscorp have you working on imaginary cubes and space bridges I'll have you working on the world's first fusion generator" Hammer sternly tells Otto, "You're nearly there Otto, about to get everything you've wanted and show the world you are the greatest scientist that has ever lived." Hammer's appeals to Octavius' ego begin to take affect.

"Ok Hammer, I'll do it, but this is the last time."

Hammer drives off in his limousine laughing to himself, "Yes it will be the last time."


	5. The Perils of Science

**Oscorp Tower**

* * *

><p>Octavius enters Oscorp Tower through the security checkpoints. He begins sweating with fear in anticipation of his briefcase being scanned and shown for what it really is. As his case passes through the scanner the security guard stops the conveyor belt and takes a longer look at it through the x-ray. Eventually the guard nods his head and lets the case continue through to the relief of Octavius.<p>

Octavius enters the tearoom, making himself a cup of tea before his day begins, Mary also enters the room and joins him. The two become engrossed in conversation, talking deeply about important subjects but also joking and laughing about others. Octavius smiles from ear to ear, gazing into Mary's eyes without another care in the world.

"Excuse me, Dr Octavius" a lab assistant interrupts, "What is it?" Octavius replies annoyed, "Your mechanical exoskeleton arms have been completed sir, they are ready for you to test."

"Mechanical arms?" Mary asks, "That sounds interesting."

"Thank you" Octavius replies to the assistant, "Would you like to see my new mechanical arms? He asks Mary, "That would be wonderful" she replies with excitement.

Octavius and Mary head towards the main robotic prototype room within Oscorp. They enter and gaze around the room at an array of exoskeleton and weapons including a glider, plasma cannon, jet pack and body armor.

Octavius puts down the suitcase on a table near the prototype suits. Osborn explains that they are on the brink of winning the U.S. military weapons tender off Hammer Industries with these suits, all they need to do is present the prototypes to a demonstration next week and the largest military contract in U.S. history will be awarded to Oscorp. Octavius looks around in amazement; he pushes both combination locks on the briefcase activating the devices then begins wandering around for a close up look at the various suits and weapons.

Octavius picks up a hand held cannon, a large cylinder with a handle and trigger underneath and a handle on top. "What's this Osborn, some sort of cannon?" Osborn runs over and takes the cannon from Octavius carefully placing it back down, "That, Dr Octavius, is the Nullifier."

Osborn catches both their attention, "What does it nullify?" Octavius asks, "It's creates an intense electro-magnetic pulse, fires it in a specific direction…" Osborn begins his explanation; "Thereby shutting down any electrical equipment in its path, but not anything around it" Otto finishes the explanation with realization of what the weapon is.

"That's correct, current EMP's knock everything out within radius, this will only take out what you aim it at."

"Extraordinary, I imagine this will be a big seller" Octavius states, "Actually the Nullifier uses an element, Isotope 16, we barely have enough to power this prototype and the only other known quantity is held by the U.S. government."

"Enough to power two prototypes" Octavius corrects him pointing at the second cannon next to it. "That is not a Nullifier, that is the Shocker, it uses vibrational air blasts to crumble walls, floors ceiling, as long as you have the correct vibrational frequency."

"Oh wow cool" Mary replies examining the canon, then she wanders over to take a closer look at the glider.

Osborn helps Octavius into the exoskeleton, with its four mechanical arms being held up on racks next to him. Osborn explains that the arms are controlled by a direct interface with the central nervous system, designed by Spencer Smythe.

"This is great and all Osborn, but will I really need this exoskeleton?" Octavius asks with skepticism.

"You will need this and a radiation shield when you work with the cosmic cube" Osborn tells him sternly.

"Cosmic cube? Is there really such a thing as a cosmic cube?" Octavius asks still sceptical, "Octavius, the cosmic cube is real and holds great power. The only one we know of is called the tesseract, and its power is beyond you're understanding. You can't just pick it up with your hands, that's why they've created this exoskeleton to handle it."

Octavius is stunned by this frank and open admission, he looks across to Mary with surprise and steps into the harness that fastens around his body, the neural interface connects to his spinal chord.

Octavius grimaces in pain as the neural interface connects, he falls to one knee and his face shows clear distress. Mary rushes over to help him but Osborn holds her back "He will be fine Mary, give him a second."

Octavius body then goes limp as he faints for a second but is caught by Osborn who pulls him back to his feet as Octavius quickly regains his consciousness and composure.

"Are you all right Octavius?" Norman asks.

"Yes, I'm fine, just needed to get used to these new sensations."

Otto looks around, as he does the arms slowly begin to move and mimic his own arm movements.

"It will take time for your brain to disassociate your organic arms from your bionic arms and then use each bionic arm independently," Osborn continues "Normally it takes a few hours for subjects to…" as Osborn speaks Octavius' two right mechanical arms move independently of his organic arm

"Well I guess you're more advanced than our test subjects" Osborn comments, as he speaks Octavius' left arms begin moving independently of his organic arm, and then begin moving independently of each other.

Octavius walks out of the exoskeleton holding bay, lifting his mechanical arms off the rack and begins testing each arm independently, picking up objects, moving them and testing their dexterity.

"The test subjects could never do that," Osborn mutters to himself with surprise.

Mary wanders around the room and heads back towards the briefcase, she begins to pick it up, Octavius sees her and he calls out "Mary dear, that is my case, could you please leave it there for me, if it's not too much trouble." She smiles and replies "Sure Dr Octavius" and puts it down. As she places it down the case emits a strange buzzing sound. Mary looks at the case strangely and looks back at Octavius, he also hears the sound and panic fills him. Osborn turns his attention to the case, then looks across at Otto and asks, "Otto, what's in that case?" Otto now sweats and trembles, _I've been found out._

"It's just a Laptop" Otto explains with a shaky voice, Mary immediately asks, "Why is it making that sound?" Otto quickly responds "I'm not sure dear, there must be something wrong with it, it shouldn't even be on."

Osborn becomes suspicious and stares at the case, and then at Octavius, "Can we take a look at it?" Octavius shifts uneasily on the spot, "Sure Mr Osborn, that shouldn't be a problem." Osborn and Octavius proceed towards the case and as they do the case makes a little ping sound and explodes.

Octavius looks directly at Mary as the explosion engulfs her with flames. The flash of the explosion damages Otto's eyes, he turns away in pain, his metallic arms instantly shielding him from the flames pulling a table in front of his body to block the main force of the blast. The power of the blast rockets him back into the wall, flames engulf his body around his back where the table didn't protect him. Otto falls unconscious as the exoskeleton suit fuses to his body.

Norman, at the other end of the room, was also sent back by the shockwave of the explosion and crashes into the super soldier hyperbaric chamber. The canisters of OZ super soldier formula connected to the chamber is damaged and begin leaking whilst Osborn lies unconscious next to them. The gas surrounds his body and seeps into his lungs.

The fire retardants in the ceiling activate and the fire is immediately extinguished. Octavius slowly gets to his feet, his mechanical arms helping him. His eyes are inflamed and burn, he squints trying to focus his blurry eyes as he stares at Osborn on the ground, writhing in pain. Lab personnel enter the room and assist Osborn. They take him out on a stretcher, as he passes Octavius, Osborn's skin begins to discolor to a greenish tinge, he ears are enlarged and his chin and teeth grow. Octavius is startled by the transformation as he stares at the stretcher being wheeled out.

Otto now stumbles towards the crater created by the explosion, "Mary, Mary" he calls out, more lab staff enter the room to help Otto who now stumbles and collapses, "Mary" he cries as he finally falls unconscious. The lab staff picks Otto up, place him on a trolley and wheel him out, awkwardly carrying his mechanical arms along the way.

**Oscorp Tower - Medical Centre**

* * *

><p>Four lab assistants hold Osborn down as he roars with pain, they struggle to hold him down, two more come in to assist. Stromm walks up to the observation window and sees Osborn transformed, no longer a man but a creature of great strength and rage. A doctor enters the room and gives Osborn a syringe to knock him out, the drugs begin to take affect but he resists their affects. The doctor gives him another shot and then he fall asleep. Stromm makes a phone call, "There's been an incident, bring in the team, immediately."<p>

* * *

><p>Down the hall on the way to the medic bay one of the scientists carrying Octavius' mechanical arms notices the claws twitching, "The arms are still working" he says aloud though nobody pays attention. The Lab technicians keep Otto in an examination room, Octavius regains consciousness and tries to get up, the technicians plead with him to rest, "You've been in an accident, you need to rest."<p>

"Accident?" Octavius groans, his mechanical arms now begin to move wildly, knocking one of the technicians to the floor, "Dr Octavius, try to concentrate, the mechanical arms are still connected to you, they've been fused to your body, and your mind."

"Accident… Mary, is Mary all right?" Octavius asks regaining his bearings, "I'm sorry sir, she died in the blast."

Octavius yells with anguish, his metallic arms fling wildly about the room knocking over the remaining lab assistant and destroying equipment within the room. Octavius falls out of bed and climbs back to his feet with the assistance of his metallic arms, he stumbles out of the room, down the fire escape, through the foyer to the horror of Oscorp staff and security. One security guard pulls a gun, "Hold it" he yells, Octavius sends one of his arms clumsily in the direction of the guard, knocking over tables, people and sending the guard flying through the air.

Octavius leaves the building in confusion, trying to escape from the, staring eyes and sirens of ambulances and fire trucks. He runs down the road, pedestrians fleeing in fear, eventually finding a quiet alleyway to hide.

* * *

><p>Harry and Peter arrive at Oscorp tower for their science class and see the destruction out the front and in the foyer of Oscorp Tower. The boys ask a security guard what happened, he replies that a man with four mechanical arms just escaped from Oscorp, "Dr Octavius was his name."<p>

**New York City**

* * *

><p>Octavius sits for hours in an alleyway, rain pours down. Octavius sobs to himself, "It's all my fault, I killed her, I killed her" he continues silently lamenting his actions. After much time of contemplation and self-loathing Octavius finally comes to his senses and realizes "I didn't kill her, Hammer killed her, and he tried to kill me."<p>

Octavius' despair turns to rage, he rises to his feet and marches down the alleyway on a mission, "I'm going to destroy Hammer" he proclaims out loud. As he nears the end of the alleyway he notices a homeless man with a large overcoat, "Can I have your coat?" Octavius asks spreading out his mechanical arms, "Holy cow" the man exclaims quickly taking off his coat and handing it over.

Otto takes the rain coat and a hat and walks down the street in anonymity, his tentacles wrap around his body disguising themselves and making Octavius look like an obese man. Otto walks down the subway into the station but doesn't have any money or a ticket; he waits for the exact right moment where the subway guards are distracted and slips past unnoticed.

When Otto tries to leave the station two transport guards grab hold of his arms attempting to detain him. Otto's mechanical arms lash out at the two guards, throwing them into the walls and causing panic throughout the subway. The commuters run for the exits, falling over each other, Octavius calmly follows them. As Octavius exits the subway a pair of police officers stand waiting for him pointing their guns demanding his surrender.

"All this for not buying a train ticket? That's a bit over the top don't you think officer?" Octavius taunts them holding up his hands, "The other arms as well" one of the officers demands, "Ok officer, whatever you say" Octavius raises his mechanical arms, one of them carries a bench which he throws at the officers knocking them down. As he throws the bench Octavius also falls over, losing his balance, _I'll need to make sure I have a counter weight or some support next time I throw something large like that, _he thinks to himself.

Octavius heads down the road to Hammer Industries main facility, damaging property as he goes.

* * *

><p>Harry and Peter search the areas surrounding Oscorp Tower for some clues as to where Octavius may have gone but they can't find a trace. Harry checks his police scanner phone app and reads of reports from queens of a man with mechanical arms attacking police officers, the two rush off for the train station. <p>

**Queens New York - Hammer Industries**

* * *

><p>Octavius enters the Hammer facility attacking the two guards patrolling the front of the building, throwing them into the distance. As Octavius approaches the front door two automatic cannons rise out of the ground and point their turrets towards him. Octavius instantly reaches two of his mechanical arms at the turrets and crushes them.<p>

Octavius enters the building into the main hangar; he scours the hanger for Hammer, or a clue as to where he may be. He walks through the hangar, past rows of exosuits. _So this is Hammer's great weapon?_ Octavius thinks to himself, raising a mechanical arm to destroy them. As he's about to strike he notices a figure running from the offices at the other end of the factory to an exit, _Hammer,_ Octavius runs towards the exit.

Hammer runs out of the building and into the car park locking the door behind him. Octavius chases after him, he tries to open the door but struggles to force it open with his hands. He leans back and pulls with his mechanical arms; they don't pull the door off its hinges but instead knocking him off his feet. Octavius tries again but this time he uses two mechanical arms to grip the door and two to grip the ground, this time he has the power to rip the doors off their hinges, he bursts through the opening. Hammer is half way to his limousine; Octavius can't catch him on foot and attempts to use his mechanical arms to walk. At first he is unsteady walking on his mechanical arms, wobbling and swaying, but then he begins to get a consistent rhythm in his steps.

Peter and Harry arrive as Octavius exits the building and rises up onto his mechanical arms chasing after Hammer. Peter quickly puts on his suit and sprints after Octavius who is quickly catching up to Hammer. Spider-Man shoots two webs onto Octavius back and pulls him back, knocking him off balance and onto the ground. Hammer finally reaches his limousine, diving in and speeding away.

Octavius gets back to his feet and peers through the darkness at the tail lights fading and curses, "Who did that, why, why, whyyyyy" he yells.

Spider-man approaches Octavius cautiously, "Dr Octavius I presume?"

Octavius turns around violently, swinging his mechanical arms at Spider-Man who ducks, weaves, and dives out of his reach. Octavius stops his attack and stares at the boy standing in front of him in lycra pyjamas.

"Wooa, they're some crazy tentacles you have their doc, do I really need to point out the irony of a Dr Octavius having four extra tentacles?"

Octavius takes a moment to look at his new mechanical arms, "The irony is not lost on me boy, it seems Dr Otto Octavius is now Dr…"

"Squid maybe? Or Dr jellyfish, they have tentacles as well you know" Spider-Man mocks him.

"Dr Octopus has a good ring to it" Octavius replies.

"OK doc, this town is only big enough for one octopod, time to put your tentacles up."

Octavius asks "Who are you supposed to be?"

"Who am I? Don't you read the papers? I'm Spider-Man."

"If my goal in life was to decrease my intelligence, I'd read papers, like the Daily Bugle."

"Good point," Spider-Man replies.

"You should leave me alone boy, I'm not the criminal, Hammer is the criminal."

"Ok buddy, they all say that, tell it to the judge" Spider-Man replies unsympathetically.

"This is not over, it's just the beginning" Octavius tells Spider-Man, "The beginning of what?" Spider-Man asks, suddenly Spider-Man's spider-sense alerts him to danger as Octavius throws a car at him. He jumps back to avoid it; the car flips, colliding with another parked car and towards Spider-Man who dives out of its path at the last possible moment. Spider-Man returns to his feet and peers over the car, Octavius has disappeared from the area.

* * *

><p>Hammer's limousine drives down the freeway, "Whoa that was a close one" he announces to his driver, "Yes sir, very close, would you like lay low for a while?"<p>

Hammer contemplates his options for a moment then replies, "I hear Monaco is nice this time of year, and the grand prix is on isn't it?

"Yes sir it is, shall I book a flight?"

"Book the flight, and invite that reporter from Vanity Fair as well."

"Right away Sir."

**Harry's Apartment**

* * *

><p>Harry sits at home watching late night TV, his home phone begins to ring and Harry looks at it oddly, <em>who rings on a home phone these days<em>, he thinks to himself. Harry answers the phone and Stromm speaks to him, "Harry, I'm sorry to tell you that your father has been in a lab accident, don't worry he's all right and will be home in a few days."

"What kind of accident?" Harry asks, "It's just a minor lab accident, he will be back to normal in a few days, but he might have some memory loss."

"Can I see him?"

"It's best to wait until he's released home, this was just a courtesy call."

"Thank you Mendel."

"Your welcome Master Osborn."

The phone hangs up and Harry sits in bewilderment, wondering what has happened. After a few moments of contemplation Harry returns to watching his TV show, an expose on Green Sasquatch sightings throughout South America.


	6. Cracking the Code

**Oscorp Building**

* * *

><p>A week after the Oscorp incident late at night Connors sits in his laboratory staring at the computer screen, running over the formula again and again and again.<p>

"I think that's it, Test 37 here we go" he mutters to himself as he shuffles to the laboratory. Connors takes the glass cylinder for test 37 and inserts it into a mechanical syringe. The syringe enters a glass container through a hatch in the roof that shuts air tight behind it. Connors moves a mechanical arm to hold down his test subject, a three-legged mouse. Once he has it fastened to the ground he takes his hand off the controls to administer the serum via a second mechanical arm. The mouse escapes whilst he does this, twice this happens as Connors yells out in frustration, "Damn this two handed contraption."

Finally he traps the mouse and injects it through the second mechanical arm probe. He removes the needle, releases the mouse and puts his hand on an ignition valve, designed to ignite the air and all its contents should something go wrong.

Connors waits and waits, the mouse becomes lethargic and collapses, Connors moves a probe to measure the subject heart rate, _it's beating, it hasn't died, _he thinks to himself. Connors leaves the mouse overnight and returns home.

The next morning Connors arrives early to inspect his subject, from afar he notices its movement "Ah it survived the night" he jokes to himself. As he approaches he notices something different, something amazing, "Oh my… it actually worked!"

The subjects leg has started to grow back, he measures it and the leg has already grown back 3/4 in under a day.

_I've done it, I've perfected it I've found the cure._

Connors spends the rest of the day organizing his notes and documenting what he has achieved.

**Midtown High**

* * *

><p>Over the last week Gwen, Flash and Liz have spoken about nothing but Spider-Man. Flash has organized a Spider-Man fan club, Gwen and Liz are helping him organize a stall at the local school fete inside the gymnasium. They blow up Spider-man balloons; have red and blue tablecloth, t-shirts and anything you can think of.<p>

Peter and MJ sit at the opposite side of the hall. Peter and MJ speak about Spider-man and MJ picks up that Peter doesn't get much attention from Gwen since she became obsessed with him. "It's just a celebrity crush, don't worry about it Pete, your good enough for any girl."

Whilst Gwen, Flash and Liz sign everyone up to the Spider-Man fan club, MJ and Peter walk through the fete looking at the various stalls, clubs and bits and pieces to buy. They laugh at the various clubs and Peter signs up to the comics club, MJ signs up too, when he questions her "Really?" she replies, "Yeah why not? Girls read comics as well you know."

Harry turns up at the school to take a look around, he meets with Gwen and Peter at the Spider-man fan club stall. He laughs at them and at Flash who tells him to watch it. He makes a joke about Spider-Man having 6 arms, Gwen protests "He's not some monster, he's a man, a hero."

Peter and MJ arrive during the discussion, Gwen asks Peter if he thinks Spider-Man is a monster or a man?

Harry looks at Peter with an intense gaze, _you've got to hide your identity,_ Harry's thinks and beams those thoughts towards Peter.

"He's probably a mutate of some type, why else would he wear a mask?" Peter finally answers.

Gwen is angry with Peter and takes her bag and storms off heading for the train station to Oscorp Tower.

"Good one Parker, what kind of a boyfriend are you?" Flash fires at Peter with disdain, Liz shakes her head, "I really don't know what she sees in you".

Peter and Harry leave the fete following Gwen to their Science Academy class.

**Oscorp Building**

* * *

><p>Dr Connors sits in his office with a large smile on his face; he looks down at the mouse in its enclosure and smiles. The mouse has fully grown its leg back and is walking around happily. Connors daydreams about the possibilities, looking down at his stump his smile soon fades and is replaced with guilt and remorse.<p>

_Dr Connors looks that his watch anxiously whilst holding a briefcase tightly with his other hand. He looks around the airport terminal, eyes darting left and right, examining each person cautiously. Connors fixates his gaze on a man in the news agency reading a magazine. That looks suspicious, he thinks to himself, no Curt you're just being paranoid, it's too obvious. The PA announces that Connor's flight is boarding, "OK, let's go" he speaks._

Dr Connors is shaken from his daydream by Michael Morbius and Miles Warren knocking on his window, the Science Academy students are ready to begin. Dr Connors addressees the class but has no notes to read from and no activities planned, his research has taken his focus away from all his other activities.

Connors motions for his lab assistants to write updates for all the projects, he tells the class that they should just feed their test subjects and test their abilities. Connors then retreats back to his office to continue organizing his research.

At the end of class both Harry and Peter visit Dr Connors and ask if everything is all right since he was acting so strange earlier. Dr. Connors smiles broadly and motions for them to come into the room and shut the door. The two boys are intrigued by the secrecy, "What is it Dr Connors?" Harry asks.

"Boys I've done it, I've cracked the code."

Connors slides his chair to the back of the room and reveals are Glass container with a rat. The boys look confused, "You made a rat?" Peter asks. "No Peter, I made it whole."

Peter and Harry exchange confused glances then stare back at Dr Connors, "using Peter's blood I've been able to sequence the specific genetic code that allows trans-genetic mutation to be expressed in a subject and stable."

The boys are filled with astonishment, "You've actually done it, you found the cure for disease, cancer, sickness…" Peter begins explaining.

"As long as it cures acne I'll be happy" Harry chimes in playing with the pimples on his chin.

Dr Connors beams proudly as the boys awe and astonishment grows, "Now boys you must not tell anyone about this, for Peter's sake and for mine."

The boys agree and begin to leave when Harry asks, "Sir, does this mean you're going to be whole again?" He stares down at Connors stump.

"I hope so Harry, I hope so."

**New York City**

* * *

><p>The boys exit Oscorp tower, it's raining and Peter mentions to Harry that he's going straight home. As he does four police cars scream down the street with their lights and sirens blazing. Peter shrugs his shoulders, "Duty calls, I'll catch you tomorrow."<p>

Peter runs off to a secluded area and changes into his work uniform. As Spider-man approaches the sea of blue and red lights, he notices that his adhesive web is slipping slightly, and when he crawls down the side of the building the police have surrounded his fingers also begin losing the grip. Spider-Man manages to successfully climb down the building and peer through an upper window of the ground floor.

Inside he can see three armed robbers inside the bank. They have all the banks patrons lying on the floor except for a handful that stand in front of the windows with their hands up. All the doors open from the inside only, a precaution for potential break-ins, so the police have no access except for the front door.

Spider-man swings away from the building and to the officer in charge. He explains the layout and where all the armed men are located. The chief thanks him and tells Spider-man they will take it from here. Spider-Man walks away when he's stopped buy one of the police officers, "Aren't you going to save those people?" He asks in disbelief. Spider-Man turns and quips, "I'm fast, but not faster than a speeding bullet!" then continues walking.

"I guess you're not the hero we thought you were, I guess their life isn't your responsibility."

Spider-Man stops at the offices words, and remembers those of his uncle, without a moments hesitation Spider-Man fires his webbing and swings up to the side of the building. He crawls through window at the back of the bank, too high for the robbers to consider an entry point.

The gunmen have sent the police some outrageous demands and are speaking with a negotiator. Their attention is focused on the front door and the windows, the only ways into the bank; they do not notice Spider-Man crawling on the bank roof coming from behind them.

The hostages all lay on the floor with their hands on their heads, one young girl looks up and notices Spider-Man crawling on the roof. Her face lights up with excitement, Spider-Man noticing this puts a finger to his lips indicating that she should be quiet and she puts her head back down.

Spiderman analyses the guards and waits for the perfect opportunity, when their weapons are safely pointing away from the hostages and himself, he then fires three webs in succession pulling the guns from each mans hand. Spider-Man jumps down off the roof firing short web blasts at each of the men, hitting them like baseballs and causing their arms and legs to stick to their body, face and objects around them. Two of the men fall to the ground, struggling to break free, the third runs for the front door, Spider-Man lines him up and fires a web net at him, catching him perfectly as he hits the front doors, bursting them open and displaying him and the web net for the waiting police and media.

The hostages jump up and cry out in relief running for the side entrance, some are still in shock and need to be assisted by others, crying and hysterical. Spider-Man ties the other two men with webbing when one of them begins laughing, "You're too late Spider, he's already got what he needs."

Spider-Man shakes the man demanding an explanation but the man refuses. He leaves the scene, climbing out an upper window and onto the roof where he feels the vibration of his phone, it's Harry.

[Octopus at Oscorp stealing something hurry]

Spider-Man Swings off the top of the building and back towards Oscorp tower.

Harry is still out the front of Oscorp, "Doc Oc is back, he's just broken into Oscorp."

Inside Dr Octavius knocks out the security guards on the 10th floor, the scene of his accident and moves a table out of his way with his tentacles sending it through the window and onto the street below.

Spider-man's spider-sense alerts him to the falling table approaching a group of onlookers, Spiderman fires a web net that catches the table meters from the crowd.

"Come on guys, of all the places to stand, right underneath? How about you give the professionals some space." Spider-Man urges them with Harry instructing the crowd back.

Spiderman then climbs up the side of the building, slipping again on the wet glass. As he approaches the broken window, Dr Octavius emerges with two weapons, the nullifier and the shocker. Dr Octavius spots Spiderman and swings two tentacles in his direction smashing the windows around him. Spiderman leaps out of the way avoiding the strike, holding onto another pane of glass but losing his grip. Octavius uses his tentacles to climb down the building with Spiderman in pursuit. Octavius reaches the ground and begins throwing objects up at Spiderman forcing him to retreat up the building. As he descends again Octavius pulls a fire hydrant out of the street, throws it at Spiderman, then uses his tentacles to direct the water gushing water stream at Spider-Man.

Spider-Man moves quickly over the glass trying to avoid the water but he slips and falls, shooting a webbing to stop his descent but he misses the mark and falls through a tree and into the pavement. Octavius laughs and approaches Spider-Man who is crumpled on the ground, attempting to get up. As Octavius leans over staring down at Spider-Man the sound of police sirens Break the silence as the police now approach, "Another time spider."

Spider-Man gets up slowly with the help of Harry and some other onlookers. Once Spider-Man regains his bearings he webs off and disappears. Harry soon receives an sms, [need help, alleyway].


	7. Two's Company

**Harry's apartment**

* * *

><p>Spider-Man lies in an alleyway, curled up in a ball next to a dumpster as the rain pours down on him. Harry crisscrosses multiple alleys searching frantically for him.<p>

[which alley?] Harry texts Peter. Eventually Harry finds Peter, "Peter my god are you okay?"

Spider-Man groans in pain, "The ground is hard" he replies with a pained chuckle leading into a wheezy cough. Harry hands him his rain coat, Peter takes off his mask and boots, then they walk to the other end of the alleyway where Harry calls his limousine to pick them up.

On the way to Harry's apartment, Peter rings Aunt May telling her that he's studying with Harry. Harry let's Peter sleep in his bed and recover while Harry sleeps on the couch.

—-

The next morning Harry is woken to the front door opening, he peers over the couch and sees his father Norman walking in. Norman looks around inquisitively at the apartments contents, Mendell accompanying him. Norman looks at a photo, examining it closely oblivious to Harry's presence.

"Hi father, you're back, are you feeling alright?"

Norman takes a few moments to register Harry's question, "Ah, Harry, my son, I am feeling much better thank you."

Harry freezes in disbelief, he said thank you, he never says thank you.

"Harry, as you know there was an accident at Oscorp, though your father wasn't significantly hurt, he has suffered some memory loss. If you notice him acting strangely or forgetting things that's the reason."

Harry still stands silently in disbelief, "Ah yeah no problems, just glad that he's alright."

Norman looks smiles and nods his head at Harry in appreciation. He then heads towards the kitchen where Harry and Peter have left a mess from the night before. Harry runs over and begins to explain apologetically, "I'm sorry, my friend Peter stayed over and…"

"No need to apologize son, it's fine."

Harry again is startled by his fathers response, he looks across at Mendell with confusion, "He's had a significant experience, you may notice some behavioral changes along with the memory loss" Mendell explains.

Mendell leaves the two to catch up and they begin chatting unlike any time Harry can remember. Norman asks Harry about school and life. Harry tells his father about all the things he never would before, _finally he sees me_, Harry thinks himself.

Norman's phone rings, he speaks briefly and replies "I'll be there straight away." Harry's face drops with sadness, j_ust like before work is always number one_. Norman tells Harry that he needs to go, but asks if Harry would be available to catch up after School. Again Harry's lost for words, he nods his head eagerly with excitement as his Father runs out the door.

Peter then emerges from Harry's room. "Hey Harry, Was that your dad? Is he okay?"

"I don't know, he looks fine but he was acting really weird."

"Weird, how do you mean?"

"He was nice, we're going to catch up after school" Harry explains still confused.

"That's great Harry, really great, but what are we going to do about Octavius?"

"I'm already on it Pete, when you were sleeping I hacked into the Oscorp mainframe and got all the specs on the weapons he stole. One's called The Shocker, it doesn't seem too interesting, but the other one, The Nullifier, that's a doozy"

"Doozy? Who says doozy?"

"Concentrate Peter, it's designed to shutdown any electrical equipment it's fired at, like an EMP but focused in one direction."

"So he's going to shut down cars? Cause mayhem on the streets?" Peter asks sarcastically, "Maybe, or shut down substations, all of New Yorks power, the Stock exchange, hell he could even take down Iron Man with it."

"We need to stop him" Peter replies, this time with no sarcasm.

"Well the prototype he stole is basically out of juice, It needs something called isotope-16 to work."

"So where would he get isotope-16 from?"

"There's only one place around here, Fort Tyson."

"All right so tonight we stakeout Fort Tyson?"

"Yeah" Harry replies with some hesitation, "But maybe after I spend some time with my father, I should give him a chance." Peter agrees, Harry promises to joining in when he can.

**German bar - Brooklyn**

* * *

><p>Octavius sits in the corner of the bar, drinking a stein, dressed in a large overcoat and a broad brimmed had to disguise his face. After a half hour of slowly sipping his beer another man sits down.<p>

"Hello Herman, Wie geht es Ihnen?" Octavius asks in his native tongue.

"Danke, gut. Und Ihnen?" Herman replies.

"I've been better" Otto replies in English.

"Otto what's happening to you? I've seen all kinds of weird stuff in the papers."

"Herman don't worry about that, worry about why I called you here, what I need you to do, and how much you'll get paid."

"Sure Otto whatever you say… so what do you want me to do?"

I just want you to steal something for me, like you done in the past."

"For what you're paying Fort Knox wouldn't be out of the picture."

"That's funny Herman, you're not far off the mark."

**Oscorp Tower**

* * *

><p>Norman returns to the board room, the other members ask how he is, Norman notices looks exchanged between board members after Norman stalls in trying to remember their name.<p>

"I know none of you care about my welfare and how I'm feeling, all you care about are your shares. Let me just be clear, your shares are fine and health, just like I am."

Norman begins the meeting praising Jameson on his media outlets keeping the profile of Spider-Man high. "This popularity and positive coverage has forced him to reveal himself numerous times, he's living up to the hero we want him to be which means we'll be able to capture him."

Norman reveals that the drones, which will be used to capture him, are still a few weeks away, but they have a new plan to capture the Spider-Man and learn his secrets.

Jameson exclaims, "The Octopus, Dr Octopus is going to capture him?"

Norman looks at Jameson with confusion, "Dr Octopus?" he asks, "Yeah, your man Octavius, with the four mechanical arms, I've named him Dr Octopus, it's selling papers like hotcakes."

"No, Octavius is not working for Oscorp anymore, we have a new weapon in this war" Norman announces, and then stands there in silence.

"Norman? What's your new weapon?" Jameson asks, "He doesn't have a name, he's one of our super soldier experiments, he's stronger and faster than Spider-Man and will be more than a match."

"That's great, what do we need Spider-Man for?" Jameson asks, "The only issue is that he's unstable at times, unpredictable, we still need a sample of his blood" Norman replies.

"Does he fly? If he can fly then send him out, get that blood" Jameson pronounces to the board who agree, some reluctantly. The board leaves the room after other matters have been discussed and Mendell Stromm enters the room.

"We need to get Octavius back and working on his project, you recruited him, can you get him back?" Norman asks not taking his eyes off the polished table, staring at his reflection.

"We have been unable to locate him, it seems that Octavius has set on a different path, and we've found evidence that Octavius brought the bomb that caused the accident."

Norman's body tenses in rage, he grabs papers off the desk and throws them into the air violently, "Otto did this, he'll need to pay."

"Yes sir, though the more pressing matter is who will continue his work?"

"Who else on this planet is capable of completing it?" Norman asks, regaining his composure. "There are two others, one is Reed Richards, he would have been our preference but he's locked away in the S.H.I.E.L.D. facility, then he's scheduled to fly to Mars."

"We don't have the forces to take on S.H.I.E.L.D. just yet, who is the other one?"

"The other man is Erik Selveig, he works for a university in Europe, we've traced him down to a flight he took to New Mexico this week."

"He's in the country? Perfect bring him in," Norman replies with the hint of a smile.

"Unfortunately we haven't been able to trace his movements since then, we're tracking his colleagues in an effort to find him."

"You can't find him? With all the resources at your disposal you can't find him?" Norman's frustration grows again, "Ok find Selveig, if you can't then we'll look at acquiring Richards, and Octavius… well I'll deal with him."

As Mendell walks away he stops suddenly remembering something, "Oh and by the way, the weapon Octavius stole, it needs Isotope-16 to work, and Fort Tyson is the only feasible place to get it."

Norman instructs Mendell to have someone watch the Fort and alert him as soon as Octavius is spotted.

**Harry's Apartment**

* * *

><p>Harry waits in his apartment for his father. He fidgets nervously, an unexpected fear overwhelms him, <em>Has he really changed? Has this accident made him realize what's important? Does he think I'm important?<em> Harry's mind races.

Harry looks up at the clock for the hundredth time; _If he's not here by seven then he's not coming._

The clock strikes seven, Harry's disappointment is total, _this is the last chance and he blew it,_ Harry sits on the couch and turns on the TV and begins flicking channels when he hears the front door open, he turns to see his father enter with a smile, "Sorry I'm late son, little drama at work."

Harry smiles broadly, "No that's ok, nothing serious I hope?"

"No, nothing to worry about."

The two move to the kitchen, Norman has brought take away, they sit at the kitchen bench, Norman asking about Harry, his school and friends. Harry can see that there are large gaps in his memory, the big events and major people he remembers but the little things he misses, the details.

During their conversation Norman receives a call, "Octavius is here, at the fort NOW!" Norman looks at Harry whose disappointment is clear to see, "Ok, I'll be there right away."

"I'm sorry son, this is an emergency, but I promise I'll make it up to you."

"Don't bother" Harry replies and he returns to the couch to watch TV. Norman leaves the apartment in a rush and Harry takes out his phone noticing a missed call from Peter along with a text message [dr oc is here now].

Harry grabs his coat and heads to Fort Tyson.

**Fort Tyson**

* * *

><p>Peter hides in a park opposite Fort Tyson. He waits patiently for a few hours until he notices a man in a large raincoat and hat walking up and down the street past the fort's entrance.<p>

_That's weird, that's like the third time I've seen him go down this street._

Peter stares intensely at the man, trying to focus on his face, but he's too far away. Peter moves closer to get a better look at the man, when he does he notices the man's face, it's Octavius. Peter sends a text to Harry [dr oc is here now]. Peter gets changed into this costume, he leaves the mask off whilst observing Octavius, _should I confront him, he's not doing anything yet._

Peter sits in the bushes contemplating what to do, after another twenty minutes of contemplation and observing Octavius Peter decides to take action. Peter pulls on his mask and as he does he hears the rustling of leaves behind him, he turns quickly to find Harry sneaking up on him.

"Hey Harry what are you doing here?"

"Dad got called away for work again, thought you might need my help."

"That's Octavius, I'm going to stop him."

"Stop him doing what? He's just standing there."

"He's going to steal the Isotope, he's got an evil scheme, we have to stop him."

"Do you think that's a good idea? Remember last time."

"It's not raining this time, I have the advantage, and I'm the only one who can stop him."

Peter puts on his mask and emerges from the bushes, walking over to Octavius casually.

"Hey Doc, what brings you to this neighbourhood?"

"The Spider, It took you long enough, you won't stop me this time."

Octavius throws off his coat and extends his tentacles out exposing their full extent.

"I didn't stop you last time… Can't we just talk this out arachnid to mollusc?"

Octavius uses his tentacles to tear down a light post and swings it at Spider-Man who dives out the way. "I'll take that as a no."

Octavius rushes at Spider-Man, swinging the light post and firing tentacles at him attempting to grab a hold of him. Spider-Man is too quick and agile, darting out the way of every attack with the help of his spider sense.

Spider-Man draws Octavius away from the fort, avoiding his attacks until Octavius realizes Spider-Man's ploy. Octavius suddenly stops his attacks and heads back to the fort entrance, walking on his tentacles above the forts walls drawing the attention of the tower guards and stationed soldiers.

"Hey Oc, where you going? I know Octopuses don't have backbones, but you're taking it to another level" Spider-Man taunts him following him and shooting webbing at his back and arms.

Octavius throws the remnants of the light post he attacks Spider-Man with and numerous other items into the watchtowers and fort attracting the entire forts soldiers to the fort walls.

Spider-Man now attacks Octavius, the two battle ferociously, Octavius flinging tentacles around wildly, Spider-Man avoiding them and shooting web at his face trying to blind him whilst tying his mechanical arms together. Octavius loses the upper hand and his tentacles begin getting tied up in webs except for one, Spider-Man's spider sense warns him of danger but he's too slow, Octavius' free tentacle grabs Spider-Man and flings him through the air and into the park.

Trees and bushes break Spider-Man's fall. He stands up gingerly and looks across at Harry who motions for him to get back into the battle.

Spider-Man runs back across the road where Octavius is tearing off the webbing from his tentacles and waiting for him. The soldiers of the fort stand at the gates in awe of the spectacle they are witnessing.

Octavius raises up on his tentacles and calls out to Spider-Man, "Is that all that you have hero?" Challenging him to another round. Spider-Man gets ready to attack when he notices Octavius' attention has turned away from him and into the sky beyond him. Spider-Man turns around and peers into the dark sky at a light approaching, it sounds like a jet or a rocket, both men stare as it approaches.

The light becomes an object, the object a figure, the figure a monstrous green man on a flying glider. As the two men stand and stare the glider circles them. The green monster riding it stares at them with intensity, with rage. It has long ears, green skin and a large jaw. It wears body armor covered with bombs.

"It is here, and it is here, they are both here, the one that made us and the one that we need to make more of us" the goblin speaks aloud facing the sky.

Spider-Man looks at Octavius who has a confused look on his face. As Spider-Man catches his gaze he shrugs his shoulders in confusion, Octavius responds in turn.

"Which one shall it be first, the traitor or the experiment, what shall it be?" the goblin speaks aloud to itself whilst continuing to circle the two.

"Excuse me, Gizmo" Spider-Man calls out to the goblin who stops his circling and maneuvers his glider close to the ground, facing Spider-Man.

"Hey Gizmo, you were told what would happen if you eat after midnight" Spider-Man jokes with him whilst shaking a finger sarcastically at him.

"What does it mean, what is gizmo?" the Goblin asks circling Spider-Man.

"Gizmo, you know Gremlins" Peter replies looking at Octavius holding his hands out for assistance, "I don't watch that rubbish" Octavius tells Spider-Man.

"Gizmo, we don't know gizmo, we only know get the traitor, get the experiment."

Spider-Man looks across at Octavius and circles his finger around his temple indicating that the Goblin is crazy. As he does the Goblin throws a grenade at him, Spider-Man's spider sense alerts him to the danger and he dives out the way as it explodes.

The Goblin then flies towards him throwing two grenades at him, Spider-Man leaps out the way and uses his webbing to catch one and throw it back at the Goblin. The Goblin evades the grenade, which explodes behind him.

Octavius walks away heading for the Fort entrance, Spider-Man leaps after him firing webbing onto his tentacles then pulling them from underneath him. Octavius falls to the ground but he's other two tentacles stop his fall, then he flips around, ripping the webbing off and charges at Spider-Man. The goblin flies in from the side, Spider-Man looks back and forth between them, deciding what to do, Octavius swings a tentacle at Spider-Man, who ducks to avoid, and Octavius ends up knocking the goblin off his glider which hovers in mid air waiting for its pilot.

Spider-Man and Octavius continue their battle whilst the goblin picks himself up off the ground and programs the glider to return to him from his wrist mounted controller.

"brrkt flisct greeet" The goblin mumbles to himself, not pronouncing words just sounds. "The traitor again tries to destroy me, it will pay."

The Goblin flies towards the two and throws three grenades at them, Spider-Man's spider sense alerts him to the danger, he quickly looks up at the approaching bombs and leaps to safety. Octavius noticing Spider-Man's reaction picks up manhole cover from the street and throws it in the direction of the goblin, colliding with the grenades an exploding.

"Krrrick draeeit, Traitor" the goblin yells at Octavius as he flies in for an attack. Spiderman shoots webbing at the goblin to disrupt him. The three attack each other, Spider-Man trying to tie them down with the webbing, Octavius trying to avoid attacks from either opponent, and the Goblin trying to blow up anything in sight.

Eventually Spider-Man webs the Goblins face, and whilst he's blinded Octavius pulls him off the glider, takes hold of the glider and smashes it into the ground destroying it.

The Forts soldiers emerge with a tank in tow, they spread out to surround the three, Octavius sees the soldiers and leaves in a hurry using his mechanical tentacles to disappear quickly. The Goblin gets back to his feet and stares at Spider-Man, he runs towards him but Spider-Man darts out the way and, when seeing the extent of the military forces approaching, swings away to safety.

The Goblin stands there scratching his head staring at Spider-Man swing awat,

"Where does it go?" he asks himself aloud, he turns and walks over to the destroyed glider, attempting to activate the missing pieces with his wrist controller. The Goblin pushes the controls harder in an attempt to revive the wreck. Soldier begin yelling at the Goblin to lay down, the Goblin looks up in horror, "Arrrgghhhh" he yells, pressing another button on his controller a number of small grenades fly off his belt, roll along the floor and explode into clouds of smoke. The Goblin runs in the other direction, directly past Harry who still hides in the bushes. The Goblin enters a waiting black van that speeds away. Harry tries to take a picture of the license plate but he can't get a shot through the trees.

The General of the base who had been watching the whole incident returns to his office where a young soldier stands, sweating with fear.

"What is it private?" the general asks abruptly, "Sir, the Isotope-16, it's gone."

"What do you mean it's gone?"

The young soldier takes the general to the building where it was housed and shows him a large hole in the back wall, "The must have used some sort of device to break open the wall" the young man explains.

"How could this go unnoticed, where were the guards?" he asks furiously, "We were all watching Spider-Man out the front."

**German bar - Brooklyn**

* * *

><p>Otto sits in the same place as their previous meeting, waiting for his accomplice. Herman approaches with a backpack and sits down, Otto offers him a drink, passes a large envelope full of money and thanks him for his help. Herman slides the backpack across to Octavius under the table. The two share a stein of beer and gloat at their victory.<p>

"That device you gave me works really well, that could come in handy in my line of work" Herman explains, "It's yours, call it a bonus" Octavius replies with a smile and a wink.

"What's it called?" Herman asks, "It's called The Shocker."


	8. Halloween

**Oscorp tower**

* * *

><p>Osbourne waits in the boardroom for the rest of the board members to arrive. Last weeks events have been all over the media and the rest of the board have become concerned making numerous phone calls to Osborn, leading to this meeting.<p>

Osborn updates the board with their progress; they ask about the goblin, "What is it? Do we have any liability?" Osborn tells them that the Goblin is in control and they have total deniability, just as they did for the previous experiments that were outside the law.

One board member announces to the board that they've gone too far and he is going to resign. Osborn sits back in his chair and stares intensely at the man.

"You and all the board have willingly entered into this venture, there is no turning back, no resigning. Anyone who attempts to exposes us will regret it."

The board member loses his steam and sits down reluctantly, defeated; he nods his head in acceptance. Norman details their plans to tease out and capture Spider-Man, utilizing the Goblin and Jameson's news outlets to lull him into a trap.

"Don't worry friends, once this is over you'll all be very, very rich" Norman concludes the meeting.

**Oscorp Testing Facility - New York**

* * *

><p>Mendell works in the Oscorp testing facility separate to the Oscorp Tower facility. In the room Spencer Smythe works quietly in the background on his drones. The first drone prototype is being tested; it sits on a bench where with masking tape plastered across it with Spider Slayer written in big bold black texta.<p>

Mendell is tweaking the goblins weapons when a large figure overshadows him; he turns around and stares at the Green Goblin. Beads of sweat drip off his green skin as his eyes dart around manically at the array of weapons.

"Get the experiment, Goblin must go now" he proclaims, looking around at the various weapons.

"Is now the best time? Maybe later when the spider is more likely to be out patrolling the city?" Mendell suggests.

"Now human, get me the glider" he growls. Mendell fetches the glider reluctantly, "This is the last prototype, make sure it stays in one piece, it will be months until we can build another one.

"Do not speak to Goblin, you are just human, I am beyond you" the Goblin roars stretching his arms out and displaying his true size and power, he then takes the glider with his weapons and flying off to the city.

Smythe looks across at Mendell, catching his eye he circles his finger around his temple, "He's gone crazy" he jokes, "He pays the bills" Mendell responds getting back to his work.

**Midtown high**

* * *

><p>Peter hangs out with the gang, Liz and Flash are all over each other, super affectionate and very much in love. Peter looks over jealously at them thinking why he and Gwen aren't like that. Peter tries to cuddle up to Gwen but she shrugs him off, giving him and strange look. Peter tries again to cuddle up to her but she shoves him harder "What's with you Peter?"<p>

Peter is lost for words not knowing how to respond. The gang head off to the classes Peter follows sulking behind the rest. MJ slows down and speaks with him, "It's ok Pete it's just a popularity thing, she wants to look goodin front of the rest of the school, you know?" Peter nods reluctantly agreeing.

During class the students begin to murmur and stop paying attention to the lesson looking at phones and messaging each other. The teacher becomes angry, "Everybody put your phones away, this isn't lunchtime any more, you're here to learn."

One of the students replies abruptly, "But sir the Green Goblin has just been sited flying through the city, he's just bombed a building, it's all over twitter."

"Really, show me" the teacher asks looking at the footage. Peter pulls out he's phone then sees the attack live in New York City, _I need to do something_. Peter gets up and tries to exit the room but the teacher catches him, "Where do you think you're going Mr. Parker?"

"I was just going to the toilet" Peter replies nervously, "Well you need a hall pass to get to the toilet, and you don't have one."

"Sir, could I get a…." Peter asks when the teacher interrupted, "No you can't Mr. Parker, you can sit down or else you get detention."

"But sir" Peter again is stopped, "no buts now sit down."

Peter sits down with frustration, _I bet Iron Man doesn't have this problem._

When they are finally released Peter is held back and the teacher warns him about trying to sneak out of class. Once Peter is out he jumps online to read that the Goblin attack has finished and the Spider-Man was nowhere to be seen.

Peter contemplates if he should've skipped school to patrol, is it more important to protect the city protect his future? With great power comes great responsibility and his first responsibility is to his family, to Aunt May and the memory of Uncle Ben… they would want him to do well at school.

**Peter Parker's House - Forest Hills**

* * *

><p>Peter returns home from school, reading the news about the Green Goblin on his phone as he walks.<p>

He sits down on his couch disappointed, turns on the TV to the news describing the Goblin's attack. Aunt May approaches him, immediately reading the despair on Peter's face, "What's wrong Peter? Are you being bullied at school again?"

"No Aunt May its just…" Peter begins to explain but hesitates, realizing he needs to keep his secret.

"But what Peter? What's wrong?"

Peter thinks for a minute for an explanation, "Someone is doing something bad, outside of school and I wanted to stop them, but I couldn't get out of school"

"Tell the police."

"The police can't do anything."

"Well if the police can't do anything then you shouldn't. One thing your uncle believed in is that we should trust in the Police, they have the power to uphold the law, not you and not me."

"I don't know, I think you'd give the police a run for there money."

"Damn straight" May replies.

"What about him" Peter points to the TV screen, "Who's going to stop him? Should Iron man not do the things he does because it's outside the law?"

Aunt May sits and ponders for a few moments, "Peter, your uncle always believed in standing up for what's right, normal people like us live in a world of police they are our heroes." May hesitates then ads, "But that isn't a world of people, it's a world of super humans, and we need super heroes to protect us from them."

Peter is sparked by her words.

"Sorry Aunt May, just remember something I need to do" Peter grabs his bag and runs out the door.

"Teenagers" Aunt May mutters to herself closing the door behind him.

**Hell's kitchen - New York City**

* * *

><p>Swinging through the New York skyline, Spider-Man patrols the streets, on the lookout for the Goblin. During his travels he notices a young boy running playing with a ball when it drops and falls onto the road. The boy runs onto the road to pick up the ball in front of a car travelling directly at him. The boys freezes in fright, the car screeches its brakes but it's going too fast, Spider-Man swings through picking up the boy and delivering him back to his mother on the sidewalk.<p>

The mother cries in appreciation, "Thank you for saving my son."

The boy not fazed by all the commotion asks, "How did you get your super powers?"

"I ate all my green vegetables, just like your mom tells you, and now look!"

Spider-man picks up a car off its front wheels, only the back wheels touch the ground, and then as he drops the car its alarm begins blaring. "Oops, sorry about that, I better get out of here!"

As Spider-Man swings away the boy asks his mother "Mom can we have vegetables for dinner?"

Spider-Man continues his patrol and notices a woman's bag being taken by a young boy who runs down the street through the crowd. Spider-Man swings behind him and shoots some webbing at the boy sticking him to a light post. As Spider-Man swings away the boy takes out a knife and begins cutting at the webbing when Spider-Man swings back and webs his other hand leaving him trapped.

Sitting on top of a building surveying the people below, Spider-Man thinks about the many people he helped tonight, _Maybe it's not just super humans that need super heroes, I can help more people than any single police officer or fire fighter_.

Whilst contemplating these thoughts, fire engine sirens break his concentration and his attention fixes to them, he follows them to a building on fire. As he swings up to open windows there is an explosion knocking him from the wall and down toward the street below. Slightly dazed he shoots a webbing and slows his decent landing softly on the ground. As he looks up a figure flies down at him, the Green Goblin.

Spider-Man dives to the side avoid the grenades heading in his direction, he quickly gains focus and the two stare intently at each other, sizing up their opponent and the situation.

_Where's Iron Man when you need him?_

Peter looks around at the gathering audience and takes the fight high and away from them. The two battle, Spider-Man avoiding the Goblins projectiles and countering with webbing, knocking the Goblin off balance and disorientating him with webbing to his face. Finally the Goblin has exhausted all his weapons and looks around for objects to attack him with.

"Rrrrraaasttellieee, blrrrtttt, Why? Why does it win? Why?" the goblin pulls off bricks and a gargoyle off building and throws them at Spider-Man. Easily avoiding the objects, Spider-Man begins playing with goblin, catching some of the bricks and juggling them whilst avoiding the other objects heading his way.

The Goblin yells in frustration at Spider-Man then flies off, Spider-Man begins his pursuit but hears the cries of a woman in the burning building, he looks back and forth between the two options and decides to help the remaining victims in the building.

**Oscorp tower**

* * *

><p>Early the next morning Norman Osborn sits in his executive office examining all the footage supplied surrounding the vigilante called the masked marvel, now better know as Spider-Man. After spending all night examining news articles, photos and video footage something finally catches his attention, the first video of Peter rescuing people from a car crash, the one with his school blazer.<p>

"Spider-Man is a boy, a school boy, from Midtown High. Now I know exactly how to get to him."

**Midtown high**

* * *

><p>The next day at school during lunch time Peter sits with the rest of his friends eating lunch in the courtyard. As they do they hear a strange sound like a jet. The rest of the students in the yard stop what they're doing and look up into the sky at the sound as it approaches. As the sound grows louder everyone begins to murmur excitedly, "Is it a jet or Iron man?" they ask. As the sound bursts over the main building they see not a jet, nor Iron man, but a Green monster hovering on a glider.<p>

The glider flies down low over the students, barely missing their heads as they duck out of the way. The green goblin yells at them, "Where is the spider, come out to play."

The goblin circles the yard a few times then throws an orange grenade with a green trigger on top, "Halloween has come early" he yells throwing the bomb at a group of students who flee in terror as the bomb explodes.

Students panic and running in all directions, Flash tells his group to run for the building, as they turn to flee they notice Peter already nearly at the doorway escaping inside the building.

The goblin continues throwing his grenades when suddenly one doesn't hit its mark and comes flying back at him, he quickly ducks to avoid it, Spider-Man has arrived

"Hey Gizmo, I didn't think you came out in the daylight, isn't that a rule?"

"It thinks it's so smart, it's only an experiment, our experiment"

"I'm not an IT, I'm a man… A spider man… Okay Gizmo, Time to put you away in the cuckoo house where you belong."

Spiderman leaps off the roof of the building where he was perched and fires webbing at the goblin hitting his arms and chest immobilizing them. He then immediately fires two webs onto his body and attempts to pull him off his glider.

The goblin and glider fly towards Spiderman and they collide into a single mass. The goblin breaks free of the webbing, knocking Spider-Man into the air and back onto the roof of the school. The goblin throws grenades and blades at Spider-Man, but is unable to hit him. The two battle along the roofline of the school until the goblin notices a girl running out into the courtyard.

Liz Allen has broken free from Flash's grip and runs back to their bench where she has left her bag with her phone, "I have to get a shot of this, it will go viral" she yells back as she runs into the courtyard.

The goblin sweeps down and grabs her flying back into the sky. He hovers high into the air crouching on his glider holding her dangling beneath him.

"Now hero time to make a choice, Rescue the girl or die."

Spiderman scratches his head, "Um, I think I'll rescue the girl… idiot"

The goblin is confused,"klrtit reeeee" he yells in frustration, "It will die, the girl and it will die" he yells at Spider-Man as he lets go of Liz who falls to the ground. Spider-Man shoots webbing and swings down to collect her. As he does the goblin throws blade, which cuts Spider-Man's webbing sending him hurtling towards the ground. He quickly shoots another webbing, regaining his momentum towards Liz, reaching for her outstretched hand. His fingertips touch hers but there isn't enough contact for him to grab hold of her.

Liz hits the ground and her body becomes limp and lifeless. Spider-Man swings back up to the roof and stares down as Flash runs towards her body, cradling it and yelling out with anguish "Noooooooo."

The goblin laughs and points at Spiderman, "You killed it, the spider killed it."

Spiderman clenches his fists with rage and swings back towards the goblin kicking him off his glider as he continues to laugh. The goblin lands on the school roof and the two battle hand-to-hand. The goblin uses blades both on his forearms and in his hands to attack Spider-Man. Spider-Man's agility ensures he avoids them and he uses his martial arts to beat the Goblin down.

As the goblin lies battered and beaten on the roof he uses his forearm controller to send the glider towards Peter with its front blades extended. Peter hears the glider approach and jumps up and out of its way. The goblin runs across the roof and jumps onto his glider, as he lands Spider-Man fires webbing into the gliders jet air exhausts causing its engines to falter and its flight to become haphazard. The glider flies erratically away from the school then nose dives crashing onto the front lawn. The goblin dives to safety just before impact but injures himself on landing. The goblin looks back up at Spider-Man on the roof and curses to himself. He limps towards the sidewalk and raises his hand in an attempt to hail a cab. The cab speeds off and he looks further down the street and yells "taxi."

A black van suddenly screeches to a halt In front of him and the goblin dives inside as it speeds off.

Spider-Man attempts to follow the van, looking for a tall building to swing from but there are none around. He then scrambles back over the roof to the courtyard, he swings down to the crowd gathered around Liz's body.

"Can I help, I can take her two hospital" he asks desperately.

Flash looks up at Spider-Man tears running down his face, "Haven't you done enough" he yells back angrily. Spider-Man leaves the scene and gets changed back into his normal clothes.

The school nurse and teachers force all the students away from Liz's body to make room. Flash won't leave the body as he cradles it tearfully; no one tries to move him.

Peter approaches Gwen and MJ, both in tears consoling each other. Peter approaches to comfort the two girls when Gwen pushes Peter's arms away, "You left us why did you leave us?" She asks angrily. Peter stammers in a response "Ah, um I was getting a teacher, getting help."

"And you didn't think to tell us? To warn us?"

"I just thought…" Peter replies trailing off as Gwen storms off "It's okay Pete, You did the right thing, this isn't your fault" MJ reassures him with a warm hug. Peter takes comfort in MJ's kindness, though guilt courses through is body, _I let her die_.


	9. Eye of the storm

**Oscorp Building**

* * *

><p>Spencer Smythe stands at his workbench, welding together a limb of his near complete Spider Slayers. He concentrates intently; making sure everything is exact and perfect. As he does a young man, in his early 20s, Rolls up in a wheelchair next to him.<p>

"Father, I've finished with the motor processor, it's ready for testing."

"Very good Alistair, just leave it there" he answers pointing to the only empty space on the bench. Alistair places the motor processor on the table and sits watching his father. After a few moments Spencer stops what he's working on and looks down at his son.

"Was there something else?" he asks with contempt.

"I was just wondering, how is building attack drones going to help me to walk?"

Spencer's mood lightens, "Son, Oscorp allowed us to advance robotic and prosthetic technology by decades. Once we complete this project we can get back to our work in the cybertech division, and finally get you walking."

Alistair smiles nodding, "I can't wait."

Suddenly the door bursts open and the Goblin charges in, "Glider, I need a Glider," he yells frantically.

Spencer and Alistair back away from the Goblin as he paces the hallway, speaking allowed to himself and cursing Spider-man. Mendell enters the room and speaks to the Goblin, calming him down.

"You destroyed another glider? That was the last one" Spencer tells the Goblin who is now sitting down.

"Build a new one" the Goblin yells back.

"A new prototype will take at least two weeks to build, including the time it takes to finish the spider slayers."

The Goblin roars at Mendell, "Make the glider now."

Mendell again calms the Goblin down who storms out of the room. Mendell then approaches Spencer asking him to finish the spider slayers, then concentrate on the prototype glider, "In order to catch a Spider we're going to need everything we've got."

Spencer agrees begrudgingly, then asks "When will we return to our work on prosthetic robotic limbs, my son has been waiting a long time for this."

Mendell replies "Mr Smythe, I think you've misunderstood the situation here, you do what we tell you, if you don't your son not walking, well that will be the least of his problems."

Mendell leaves the room with a smirk as Spencer and Alistair stare at each other in horror, the realization of their situation has dawned on them. "Let's get back to work" Spencer announces with a whimper and the two return to their work stations. 

**Forest Hill Cemetery**

* * *

><p>Peter, M.J. and Gwen attend Liz's funeral, Peter stands with Gwen and M.J. Flash doesn't attend. Afterwards Peter and the girls visit his house to check if he's all right. When they arrive, Flash is in his room, slouched up against his bed surrounded by empty beer bottles. M.J. and Peter help him up onto his bed, Flash stirs and pushes them away mumbling "She's gone, she's gone, Spider-man let her die."<p>

Flash lays on his bed, curled up in a ball then yells at them, "Leave me alone." The three exchange looks of concern then reluctantly leave him.

On the way home the two girls discuss Flash's behavior and how they might help him. Peter however does not join in. He is deep in contemplation of his actions and Flash's words. _This is my fault it's because I'm Spiderman that these people get hurt_. 

**Oscorp Tower**

* * *

><p>That evening Peter meets with Harry and they attend their Science Academy class. At the beginning of the class Dr Connors reiterates how important the Stark expo is for them and they should ensure their presentations and experiments are ready for next week.<p>

After class Harry and Peter meet with Connors and ask if he's going to present his experiments with the rats and the breakthrough in trans-genetics. Connors explains that it's too dangerous, that it would expose Peter, that Norman Osborn and others would use it for purposes other than helping humanity. Peter is shocked by Connors description of Harry's father, he looks across at his friend for a reaction.

"Yeah, your pretty much on the money there" Harry replies with a straight face. After a brief pause he then looks deep into Connors eyes, "Dr Connors, this is your chance to show the world your work, to revolutionise humanity, to be whole again."

Connors loses himself in thought for a moment, looks down at the stub that has taken the place of his right arm, "I can't present anything at the show, but soon I will."

The boys leave and pass Norman Osborn in the corridor, "Hey dad" Harry calls out with a smile and a wave, "Hello son" he replies taking little notice and walking straight past him.

Norman Osborn enters Connors office and startles him, "Norman, what do I owe the pleasure?"

"Have you cracked the trans-genetic code yet?" He asks with urgency. Connors face fills with fear, he looks around, trying to ascertain whether this a real question or is he testing Connors as he already knows the answer.

"Not yet, but we are making progress."

"Damn, it seems you're not the scientist I was led to believe" Norman replies.

"Um sorry?" Connors questions him.

"There's already a super soldier out there, apparently with spider powers, and he's not ours."

Connors sits silently listening to Orborn, "We need to crack the code soon, our time is running out." Connors begins to ask a question when he's cut off, "Connors, if you don't have something for me by the end of the month, your finished, your science school is finished and all your pupils are finished."

Norman storms toward the door then stops suddenly and turns around, "You know this Spider-man is just a boy, around the same age as the others…. You wouldn't know anything about that would you?"

Connors glares at Norman, "I don't know anything about that, you made sure of that." Norman leaves the room without further comment.

Dr Connors sits slumped in his chair, thinking back to that fateful night.

_Connors argues with Osborn in the main Oscorp laboratory surrounded by Oscorps leading scientists. "We can't experiment on them, it's not humane" Connors protests. Norman disagrees, the two argue until Connors throws his security pass on the ground and charges out. Norman takes his phone and instructs someone to follow him and make sure he doesn't do anything stupid._

Connors wakes from his daydream and looks at his stub. He then looks across the many awards and phd's on his wall then down at the rat. Lastly he looks down at his desk and the reports from his science students, the next generation. Connors stands up and walks over to his specimen fridge, he searches through the vials until he finds one labeled Homo sapiens. Connors picks it up, rolls it in his fingers and examines the contents. He then takes the vial, places it in a syringe and injects himself.

"Now I'll be a full man again" he speaks allowed to himself. Connors sits down and stares at his arm for a minute, then ten minutes, he waits, and waits but nothing happens. After half an hour Connors begrudgingly heads home disappointed. 

**Midtown High**

* * *

><p>Peter, M.J. and Gwen go out in the courtyard for lunch when they notice Flash stumbling through the courtyard abusing a younger student, pushing him in the chest.<p>

Flash threatens the boy, angry with him for showing affection to his girlfriend, the boy pushes Flash back and his girlfriend abuses Flash. Flash's anger boils over; he throws the girl to the ground and throws a punch at the boy. Peter quickly grabs Flash from behind, pinning his arms, and dragging him to the ground. Flash struggles in attempt to break free, but Peter's strength and Flash's intoxication makes it impossible.

Peter whispers into flashing ear, "Calm down Flash, it's ok, Calm down."

Flash begins sobbing to himself, "It's not okay, she's gone I loved her and she's gone."

M.J. and Gwen help Flash back to his feet and take him home.

**Dr Connors house**

* * *

><p>Dr Connors wakes up, lethargic and in a daze. He looks at his bedside clock and realises he's slept an entire day away. As he pulls himself out of bed he notices something strange, the bed sheet is stuck, stuck on something he hasn't needed to worry about for so long, his right arm. Connors looks down and sees a nearly fully formed arm, his fingers are nearly developed though he doesn't have fingernails. Connors begins crying out loud with joy, "It worked, I'm whole again." <p>

**Apartment in Queens New York**

* * *

><p>Octavius sits in an apartment finalizing his work on the nullifier, he assembles the gun with its new power source. As he completes the final adjustment a smile covers his face. Octavius places his weapon down and looks up at newspaper article on the table reading aloud the headline "Hammer to headline Stark expo."<p>

Octavius smiles to himself "First I will humiliate you, then I will destroy you."


	10. The Expo

**Oscorp Tower**

* * *

><p>A week has passed since Connors injected himself with the transgenic formula. He sits in his office, blinds up and door shut, typing frantically on his keyboard. Outside the class begins to gather, Morbius and Warren speak with the students, answering their questions and organizing the class. The class waits in the seats for Connors to emerge from his office, but nothing happens. Connors continues typing away on his computer when a knock on the door startles him. Connors quickly puts his lab coat on, disguising his new arm, and opens the door poking his head out.<p>

"Dr Connors, the class are ready to begin" Morbius informs him. Connors looks around at the students confused, and then looks down at his watch.

"Oh I didn't realize… ah I'm not feeling a hundred percent today, can you two take the class in my stead?"

Morbius looks at him strangely, "but sir the expo…" he asks but Connors has already closed the door leaving the two assistants to take the class.

Morbius and Warren do their best to take the class and help them prepare for the Stark Expo. At the end of the class Harry and Peter wait for the class to leave so they can check in on Connors, Gwen reminds Peter that he's having dinner with her family. Peter apologizes for forgetting and asks her to wait down stairs for him.

Peter knocks on the door softly, not wanting to disturb Connors but receives no response. Harry then knocks loudly, and the two hear footsteps stomp loudly to the door, "I said I didn't want to…" Connors begins to growl until he realizes who's at the door. His mood switches from anger to excitement, "Oh its you boys, come in come in" he invites them, darting looks around the lab to ensure no one is watching.

As the boys enter Connors locks the door behind them and smiles broadly. The two boys look at each other with confusion; Connors takes off his lab coat to show them his new arm. The boys simultaneously gasp with amazement, "How," "When" the boys ask.

Connors explains that he's perfected the formula, that he's now finally whole again. Peter asks what trials did he perform before he took the serum; Connors shifts uncomfortably and tells him "I've lived too long as half a man, that's the only time that matters Mr. Parker."

Peter shows concern for Connors, asking about possible side affects, Connors reassures Peter, that he's fine and gives him a warm, two armed hug. The boys leave as Gwen is still waiting for Peter downstairs.

As the boys depart Dr. Connors watches them leave and drifts into a daydream.

_Connors sits down in his aisle seat on the plane when he notices a couple sitting across the aisle from him. The man sitting directly across from Connors introduces himself as Richard Parker, and his wife Mary. They speak briefly about their work when Mary turns around to their son, Peter, who sits in the window seat staring outside. Mary turns him around and introduces him, "Dr Connors, this is our son Peter." _

Connors breaks out of his daydream and walks over to his experimental rat to feed it, as he places food in its cage he notices fur scattered throughout the cage and scales' running up from it's newly grown leg and half of its body. Connors looks down with horror "What have I done?" he looks down at his hand and sees a second set of fingernails; he looks closer and realizes they are actually scales. "I need to work on a stabilizing agent, stop the total transformation" he speaks aloud then rushes to his computer to start work.

**Front of Oscorp Tower**

* * *

><p>Peter and Harry exit the Oscorp building where Gwen is waiting for them. The two boys speak excitedly with each other, so engrossed in conversation they walk right past her.<p>

"Hello, earth to nerds" the two boys look back at her, "Oh hey, sorry" Peter apologizes returning to her and giving her a kiss on the cheek.

"So what's got you boys so excited? What is wrong with Dr Connors?"

The boys look around pensively, thinking up an answer, "We weren't talking about school, we were talking about the Ares 4 launch next week" Harry breaks the silence to the relief of Peter.

"Oh yeah, how exciting, the first human expedition to Mars" Gwen replies with genuine interest.

"Well, I was just about to tell Peter, I have free tickets to the Ares shuttle launch." Peter and Gwen's faces light up with excitement.

"You're kidding right? You have tickets to the biggest space launch in decades?" Gwen asks with amazement. "Yeah, Oscorp supplied the new spacesuits for the mission and there were a few free tickets."

"So your father gave them to you?" Peter asks, "I got my hands on them" Harry replies with a grin. Peter and Gwen thank him then head off to Gwen's house.

**Gwen Stacy's house**

* * *

><p>Peter walks with Gwen to her house they have dinner with her family and Peter speaks to her father, George about his work. George explains that after he brought down the Maggia operation and saved Gwen, a lot of police officers wallets grew lighter. As a consequence now he's back on the streets on foot patrol in Harlem of all places. He also explains that he helped a known vigilante, which was used as the reason for his demotion.<p>

Peter asks, "For helping the Masked Marvel save your daughter?"

"No not him the other vigilante, my partner Frank Castle. Now he's known on the streets as the punisher" George replies.

After dinner Gwen and Peter head up to her room to hang out, as Peter closes the door behind him it jams on George's foot, "This door stays open at all times" he demands with authority.

"Yes sir, sorry sir, at all times."

**Stark Expo**

* * *

><p>Peter, Harry and Gwen arrive at the Stark expo making their way to the Osborn Science Academy exhibition. They walk through a side door to the exhibition lab backstage where Michael Morbius and Miles Warren are helping all the students set up their experiment. Each pair of students has a glass enclosure that contains a measurement device used to demonstrate the enhanced speed, strength, agility or physical trait they have been developing through trans-genetic exposure.<p>

Peter and Harry place the spiders in the enclosure, double check that everything is set, then after Morbius give them the okay they wait out front for Gwen to join them. Miles Warren looks over Gwen's experiment and keeps her back for a while. Peter and Harry stand frustrated, the Hammer presentation is about to begin and they're going to miss it. Eventually Gwen leaves the exhibition lab and the three rush over to the main arena to take their seats the very back of the venue.

At the other end of the expo two security guards huddle around an iPhone watching videos of cats falling over, laughing hysterically as they do. Unbeknown to the Dr Otto Octavius strolls towards the wire fence, dressed in a large overcoat and surveying the scene for security. As he examines the two men distracted by the phone he casually walks up to the fence, two tentacles emerge from the bottom of his coat, landing on the ground and pushing him up high above the fence line and another tentacle shoots out to the other side of the fence as he casually steps over.

Octavius moves his way close to the stage; his large overcoat, glasses and hat conceal his identity as he takes a seat 10 rows from the stage. Those seated around him stare at him as he attempts to conceal something under his coat.

The crowd claps with mooted excitement as the show begins; Justin Hammer walks out on stage, dancing in a peculiar way which bring looks of bemusement within the crowd.

Octavius looks up at the stage at Hammer and smiles; _This is where I will get my revenge._

Hammer begins introducing his new drone army, how it will protect American lives and the safety of America. Hammer continues with his presentation showing each variety of drones from Army, Navy, Air Force then Marines. Finally Hammer concludes with his own version of the Ironman suit, presenting James Rhodes.

Once Octavius sees Rhodes in a new Iron man suit, beads of sweat begin to roll down his temple and forehead. _This makes things more complicated, I'll need to take the new Iron man out first, then the drones, and then I'll have Hammer._

Octavius begins to pull his weapon from underneath his overcoat when he and the rest of the crowd hear a noise flying in from overhead. The crowd turns in unison looking behind them as a red and yellow metallic figure flies into the arena and lands on stage in front of Rhodes, It's Iron man.

Octavius now conceals his weapon back under his overcoat, _two of them! I can't take out two of them_.

Iron man walks up and down the stage, first speaking to Rhodes then approaching Hammer. Suddenly the canon on Rhodes shoulder aims at Iron man, the crowd looks on in anticipation, suddenly Iron man fires his rockets and flies directly up and out of the arena. As he flees both Rhodes canon and all the drones begin firing on him, shattering the glass in the dome roof and causing panic throughout the crowd.

Octavius stands up out of his chair attempting to move towards Hammer but the mass of people fleeing the area, falling over chairs and falling over him prevent him from getting closer to the stage before Hammer escapes.

At the rear of the arena Peter stares on as Iron man walks up and down the stage then Rhodes shoulder cannon points at Iron Man. Peter and Harry immediately look at each other with surprise as Iron Man flies up through the roof under fire. Peter immediately tells Harry softly, "I have to get changed" they looks around as the crowd begin panicking, "What about that phone booth?" Harry suggest pointing in the distance, Peter shakes his head and runs off through the crowd.

Gwen turns around to Harry, "We better get outta here" she tells him whilst searching the crowd, "Where's Peter?"

"He's gone to get help" Harry replies, "And left us here,? Left me here? Alone? What kind of a boyfriend does that?"

Harry takes her hand and pulls her through the crowd, crashing through the chaos.

In the arena the crowd scramble for safety away from the advancing Hammer drones that descend from the stage and into the crowd. Octavius however stands his ground, the drones walk right past him and continue on their path outside the arena. Octavius stares at them with disbelief, "You would think so little of Dr Otto Octavius as a threat?" he speaks aloud, "Now you will see the error in your ways."

Octavius pulls out the Nullifier from underneath his overcoat and shoots the two nearest drones to him. They instantly fall to the ground in a heap. Octavius then throws off his overcoat and extends his mechanical arms, standing on two, rising above the dispersed crowd and scattered chairs, picking up one of the fallen drones and throwing it at another active one smashing them both to pieces. The rest of the drones don't react and continue on their path outside the arena. Octavius continues following them, one drone takes aim at a woman lying on the floor injured and unable to walk. Octavius uses his nullifier to deactivate the drone and his tentacles to rip it to pieces. The woman thanks him tearfully; Octavius dismisses her thanks with disdain. After destroying a few more drones realization sweeps over him that his focus on the drones has taken him away from the prime target, Hammer.

As the crowd scatter the drones begin firing on the surrounding buildings and exhibition grounds. A missile slams into the side of a building, concrete falls down towards a group of people when a web net shoots out capturing the large blocks and giving them time to escape.

Spider-Man swings around a building shooting webs blasts at the drones, targeting their optical sensors and weapons. Some drones aim their weapons firing at Spider-Man who ducks and weaves to avoid their missiles. Spider-man continues swinging around the grounds helping people escape from the explosions and slowing down the drones.

Octavius searches for Hammer back stage, as he does he hears a loud explosion; he peers back to see the expo globe on fire and remnants of drones flying through the air. A few remnant head in his direction, Octavius covers his body with tentacles protecting him from the impact, the remnants hit his tentacles directly, knocking him to the ground, the nullifier takes a direct hit and is destroyed. Octavius gets up slowly in pain; the force of the blow has taken its toll.

Spider-man lands on the ground in front of one of the Army drones with a large cannon. It points the canon directly at Spider-man who ducks away, firing a web at the canon then pulling it towards another drone as it fires. It destroys the drone with one shot sending bits of metal flying everywhere. Spider-man turns to face the drone but it ignores him and immediately flies away in unison with the rest of the drones.

Octavius searches inside for Hammer, when he finally gets sight of him he notices Stark Industries new CEO Pepper Pots is also present with a number of police officers who are handcuffing Hammer. Octavius looks on, _Now is my time for revenge_. Octavius picks up the remnants of a drone in his tentacle, prepares to throw it at the group, when a web grabs the drone and yanks it out of his grip. Octavius spins around to face his nemesis, Spider-Man.

"Aw, What's up Doc?"

"You again, you're always meddling, always getting in the way."

"Sorry Doc, its just part of being a friendly neighborhood Spider-man."

Octavius instantly begins picking up chairs and throwing them at Spider-man who ducks and weaves, playing games with Octavius, sometimes throwing chairs back. He then shoots a web up the side of the glass dome that encloses the arena and swing up and away from the chairs being flung by Octavius. He swings around circling Octavius who tries to bring him down throwing anything in reach, then Spider-Man swings down kicking Octavius toward the entrance of the arena, then swinging over and waiting for him in the exit.

As Octavius gingerly gets to his feet he stares with rage at Spider-man, "I'll destroy you" he yells as he charges at Spider-man who retreats, drawing him further and further away from the arena.

Octavius fires his tentacles at Spider-man whom cartwheels and summersaults out the way, barely avoiding the constant barrage of mechanical tentacles shooting towards him. Spider-man fires webbing at Octavius face trying to blind his view. Police officers stand in the background mesmerized by the action, oblivious to everything else.

The two continue battling, Octavius finally gets a hit on Spider-man, throwing a metal bin lid which skips off the ground, like a stone on a pond, and knocking him down. Octavius charges over to Spider-man as he gets up jumping to avoid Octavius' attack. He is too slow, two of Octavius' tentacles swing across and collect him in the stomach sending him flying back and rolling along the grass lawn.

Spider-man slowly gets to his feet and jumps on top of a concrete statue of the ancient Greek god Athena, goddess of wisdom and science. As Octavius gets closer he shoots his tentacles up to attack Spider-man, Spider-man however has taken out the Athena statues' metal sword and slashes down on the tentacles destroying the ends of two of them.

Octavius screams out in anguish, his tentacles retract as he examines the damage. Spider-man jumps down to the ground and approaches him, "It's over Doc, time to give up."

Octavius continues to examine the ends of his tentacles, wires and mechanisms spilling out, ignoring Spider-man's words. Octavius now focuses back on Spider-man "All I wanted was justice, revenge for what was done to me, what he did to her." Octavius begins sobbing with despair.

"Hey Doc, you can't go around taking justice into your own hands, that just leads to…." Spider-man trails off as he realizes the hypocrisy of that statement.

"Leads to what?" Octavius asks, "Vigilantes? Heroes? Villains? What's the difference between us?"

Spider-man stands for a few moments, "I don't hurt people and steal from people, like Oscorp."

"Oscorp, you think I was wrong to attack that corporation? If you only knew what I knew, if you knew the truth of Oscorp and the Goblin" Octavius replies, now with grinning as he feels ascendancy in the conversation.

"What truth about Oscorp?" Spider-Man asks, intrigued by Octavius' words. "I'm sorry my Arachnid friend, you have to give if you want to receive."

As the two stand contemplating their next move a light begins flashing to the side of them with a beeping sound. The light is connected to the torso of a destroyed Hammer drone. Both combatants look down as the light and sound increases in frequency. Spider-Man looks up at Octavius but he has turned and is fleeing for the nearest fence. Octavius rises onto his tentacles to cover more ground. Spider-man fires a web to a nearby building and swings the opposite way to escape the park swinging above the scattered robot remnants with their flashing lights.

**BOOM**

In unison the drones explode lighting the park up with fire and sending a sound wave crashing through the crowds gathered outside the park. Spider-man is sent flying into the air by the shockwave, losing his balance he free falls into the street shooting a web net at the last minute which captures him inches from the ground.

Octavius climbs over the fence as the explosions occur; he is knocked over by them and falls down a hill into a small adjacent creek. Octavius slowly picks himself up, dejected and exhausted; he escapes undetected back towards the city.

Spider-Man climbs up the roof of a nearby building and surveys the crowd. He looks down and sees Gwen with Harry, she is searching frantically through the crowd for him, Harry trying to keep her calm. Spider-man makes his way back to the expo site, where he left his change of clothes, as he gets there he finds his back has been burnt and his contents are mostly undamaged, except for a few burns. Spider-man gets changed into his normal clothes, and subtly rejoins the crowd without anyone realizing.

Gwen charges through the crowd, frantically searching for Peter.

"Peter, Peter, where are you?" she yells.

Harry grabs her arm trying to get her to stop, "No Harry I won't stop, he may be still in there, I have to find him." Harry gives up and falls behind her. Finally Gwen sees Peter and pushes through the crowd towards him and gives him a big hug.

"Peter where were you? I thought you were still in there."

"I was just outside, looking at the action, those fights were crazy weren't they?"

Gwen's expression suddenly changes from joy to sadness, "What? You left me in there by myself so you could get a better view?"

"No I… I just" Peter stutters out, "You just what, left me to die? What kind of a boyfriend are you, you didn't even come looking for me after that explosion, I… I thought you…" Gwen cannot finish the sentence as her words begin to choke up and tears roll down her face. She turns and runs through the crowd, Peter begins to follow her but Harry stops him, "I'd let her be for now, she'll be ok."

"If only I could tell her the truth then" Harry interrupts him, "Then she'd be in real danger, and maybe the next funeral you attend is hers?"

Peter bites his lip with frustration and walks home alone in contemplation of what this event may mean for his relationship with Gwen.

**Octavius house**

* * *

><p>Octavius stumbles up the stairs of the run down building he currently resides in, fumbling through his pockets for his keys. He grows more and more frustrated, finally knocking the door off his hinges and storming into the room. Octavius, still sore from the night's action, sits down gingerly at his table and pours himself a glass of whiskey. He looks down at the various designs, research and plans that he had documented to finally get his revenge on Hammer at the expo, then in a fit of rage he picks them up and begins throwing them wildly around the room, yelling with frustration. When he exhausts himself, and his frustration turns to despair, he falls to the ground and stares aimlessly into the beyond, devoid of any emotion or purpose.<p>

As he lies on the ground catatonic, something catches his eye among the scattered papers that litter the ground, a blue envelope he hadn't noticed before. Octavius stares at it transfixed, slowly he crawls over to it, picks it up and sits against the wall examining it. As he does sadness overcomes him with the realization that this letter is from Mary. Tears begin to form in Octavius' eyes as he contemplates opening the letter, after some hesitation he finally opens the envelope and reads its contents.

* * *

><p>Dear Otto<p>

I know this must seem odd to you, receiving a letter in this digital age, but it's the only way I could say what I needed to say.

I believe in you, I know you don't see it, the end of the tunnel, the great things you will achieve, but I see it. You're the most intelligent person I know, probably the most intelligent person on the planet, your cold fusion technology is leap years ahead of anyone else. I see your frustration with your current work, I can see you've lost belief in yourself, but I know you'll get through it, you'll preserve, you'll succeed.

I can't wait to see a world powered by unlimited clean energy, created by Dr Otto Octavius, and hopefully, if you'll have me, I'd like to be there with you.

Yours always

Mary

* * *

><p>After reading this Octavius begins to sob to himself.<p>

_Finally I know how Mary felt about me, she did feel the same, but I found out too late, and now I'll never know what could have been._

Octavius sits and contemplates the life he could have had with Mary as he reads through the letter again.

_Mary wouldn't want me to be like this, to waste my life._

Octavius begins scurrying through his old notes and journals, looking through his old designs and theories for a cold fusion reactor, "Revenge, Revenge" he speaks aloud dismissively, "I've lost sight of who I am, why I'm here on this earth… Its time to leave this forsaken city and finish my life's work, to power the world with clean energy."

Octavius collects his notebooks and journals along with Mary's letter, charges down the stairs and to the front door where he's confronted by four police officers. They raise their guns at him ordering him to freeze. Octavius places his hand above his head, one of the officers orders, "The metal arms too."

Octavius raises his metallic tentacles high above them, the officers become distracted, focusing on them high above their heads. Octavius, standing in the doorway flicks the light switch turning off the outside lights, instantly his tentacles fly down striking the officers and throwing them out the way as he escapes the scene.

**Oscorp Tower**

* * *

><p>Norman Osborn enters the boardroom within Oscorp Tower where his board members are gathered, speaking jovially about the arrest of Justin Hammer.<p>

"First Stark, then Hammer, the market is down to one manufacturer!" one member proclaims aloud as the others cheer in approval. Osborn does not join in the conversation or celebration. He walks to his seat, sits down without a word and stares directly ahead without making eye contact with anyone else. The other board members follow his lead but their joy and excitement cannot be contained.

Norman begins explaining that the military's need for exoskeletons means that only Oscorp are in a position to supply what they require. He outlines that they will continue development of the flight suits and continue delivering on that contract, but they will develop the glider program, the plasma cannon program and the super soldier program.

Some of the board members begin murmuring words of descent between them, one stands up and proclaims, "super soldiers? Why are we even talking about this? Exoskeletons are want the military want that should be our only focus."

Norman stands up and stares at the man not saying a word, he continues to do so for an entire minute. Board members look at each other with unease at the silence and tension until finally the board member sits down. Norman continues explaining that the super soldier program is still the number one focus of Oscorp's weapons division, that this formula is essential for any soldier that uses this new range of advanced weaponry. The board members agreed nodding reluctantly.

**New York City**

* * *

><p>Spider-man swings through the New York City skyline on patrol for any crime that passes his way. After a while he decides to take a break and squats on the corner of building overlooking two major roads. As he sits vigilantly examining the streets below and catching his breath he notices a light in the sky moving across the horizon but then changing direction and heading straight to him. Spider-man focuses on the light straining to see what it is; as it gets closer he begins to hear what sounds like a rocket. He steps back from the corner and begins assessing the surrounding buildings for the best escape. As the light gets closer he notices its shape, not a rocket, or a glider, but the man, a man made of metal or perhaps iron.<p>

Spiderman backs away from the edge as Iron man land in front of him. His metallic mask raises revealing Tony Stark's grinning face.

"Hey Wall crawler, keeping busy catching handbag thieves, jaywalkers and saving cats from trees?"

"Hey, I've been battling Dr octopus and the Green Goblin, I wouldn't call them handbag thieves."

"I'm sorry kid, I'm sure fighting a living carousel and a guy wearing a bad Halloween costume is really tough… for a B-grade superhero."

"B-grade superhero? That guy in the Halloween costume has killed people, that walking carousel tried to destroy your expo, But I stop them and I saved a lot of people from your tin man battle as well… Do I get a thank you? I guess it is true, the tin man doesn't have a heart."

Tony Stark ponders this for a moment the smiles apologetically, "Sorry kid I heard what you did at the expo and wanted to… to say… keep it up champ."

"Keep it up champ?" Spiderman asks, "Yeah, you're doing good kid, you helped me out at that expo and I wanted to give you this in reward."

Stark hands over a small disc shaped object the size of our can of soft drink. "This is I miniature nullifier, like Dr Octopus was using, I'm thinking you can use it on him next time."

Spider-man examines the object, turning it upside down, looking for some sort of button or lever, trying to discover how it works.

"All you have to do is push the top of the disk, throw it onto any electrical device, then it will totally shut down."

"So all I do is push this top then throwing onto any kind of electrical machine?"

"Yeah, just be careful with it you wouldn't want to accidentally damage the wrong instrument."

"So would this work on your suit? If I throw this at you now?"

"Don't be silly, this is the most advanced exoskeleton suit on the planet, resistant even to my inventions."

Spider-man looks back down at the disk then pretends to throw it at Stark. Stark jumps back attempting to avoid contact with the disk but it never comes. Spider-man begins laughing uncontrollably.

"That's not funny" Stark replies embarrassed, Spiderman continues to laugh finally composing himself.

"Hey kid, this world isn't all fun and games, You're gonna have to grow up quick if you're going to survive, and be an A-list hero like me."

Spiderman begins to apologize when Iron man's mask shuts and he cuts him off, "I knew you were too young to be an Avenger."

Iron man flies off into the sky with Spider-man pondering his words, "What's an Avenger?"


	11. Uptown

**Oscorp Tower**

* * *

><p>Norman Osborn sits at his desk in a large office with wall to ceiling windows overlooking midtown New York. He stares intently at his computer screens typing furiously. His concentration is broken by a knock at the door, Mendell enters and updates Osborn with their search, that they are unable to locate Doctor Octavius.<p>

Osborn is in disbelief, "How can you lose him? It's not like he's inconspicuous with four metallic arms poking out his back."

Mendell replies "We believe he's left the city, perhaps even the state or country."

Osborn thinks for a moment, "Unless he's getting a cargo ship overseas, I'm sure he's still in the country, I don't think he's getting on a plane with those arms anytime soon, keep looking."

Mendell begins to leave when Osborn stops him, "So where does this leave our project? What about the other two men?"

"We are still looking for Selvig, we think SHIELD have him" Osborn's fury grows, "What about Reed Richards?"

"His shuttle leaves tomorrow" Mendell replies hesitantly, "Then take him, it's the last chance we have, his work with SHIELD makes him a primary candidate."

"Yes Sir" Mendell replies, "But whatever happens make sure no one is captured, if SHIELD find out our plans and thwart them, well failure to our master is not an option."

**Midtown high**

* * *

><p>Before school Peter waits anxiously at the front of the main entrance for Gwen to arrive. When he spots her walking up the main path with MJ, he darts through the crowd to meet her. He begins by apologising for last night but Gwen doesn't listen or respond, brushing him off and walking straight to class. MJ stops from moment, placing a hand on Peter's shoulder reassuring him that Gwen just needs a bit of time to cool down.<p>

As Peter sits in class waiting for the teacher to begin Flash Thompson stumbles in and takes a seat near the back. The teacher stares at him with concern but then begins the class. Peter turns around trying to get Flash's attention but he doesn't react and just drawers doodles on his workbook, never looking up.

At lunchtime Peter notices Flash sitting alone at the end of the courtyard. Peter approaches him, as he gets closer he realizes the Flash has a flask of alcohol and is taking swigs. Peter sits down next to him, Flash immediately tells him to piss off. Peter stands up without saying a word, looks back down at Flash with sympathy, "Hey Flash if you ever need to talk with someone, I'm here for you, I know what you're going through." Flash gives him little smile, "Thanks Peter, I just want to be alone" he replies then goes back to finishing is flask.

Peter turns to leave and notices Gwen and MJ standing behind him, MJ smiles at Peter as he leaves in appreciation, Gwen however doesn't look at him.

**Oscorp Building**

* * *

><p>Connors sits at his computer desk typing furiously when he hears an alarm sound on his phone. He stops typing instantly and a broad smile covers his face, "It's ready" he proclaims aloud. Connors quickly shuffles over to his incubation chamber where his stabilising serum is finally ready for testing. He takes one of the 3 vials out and moves over to the quarantine room.<p>

He takes the mouse out of its cage and places it in a glass chamber. This chamber has many levels of protection against contamination including ignition and vacuum capabilities. Connors places the vial in a holder on top of the glass chamber and users mechanical arms to pin down the mouse, then injects it. Connors stares at the mouse waiting for a reaction, nothing happens at first, but then the scales begin disappearing.

"Yes it's working, it's actually working."

Connors beams with pride and satisfaction until the mouse starts twitching, then convulsing. Connors stares down in horror as the mouse begins mutating, the scales spread all over its body, it grows in size sharp teeth emerge from its mouth with a long reptilian tongue. The mouse begins violently running into the glass wall, scratching, clawing trying to escape. Connors presses a button activating the ignition sequence, flames fill the chamber scorching everything within it.

After a minute of flames Connor's releases the button and stares at the charred remains of the mouse. Disappointment fills his entire being, he stares at it searching his mind for an answer when he notices movement. He stares in amazement as the mouse stands back on its feet and the charred flesh begins regenerating. Connors looks down at it with wonder, at this amazing creation, then it begins attacking the glass again causing cracks.

Connors now hits the vacuum button which removes all the air from the chamber. The mouse biggest to suffocate, it's healing stops is it struggles for oxygen. This time the mouse is dies and doesn't come back to life.

"What have I done, what have I done to myself? I don't need a stabilizing agent, I need a cure." He looks down at his hand with the scales running up to his forearm and immediately returns to his office to work on a cure.

As Connors begins his research on a cure he stops for a moment as a state of realization washes over him , "It wasn't the spider that was special, it was Peter, I should have known."

—-

Connors continues working on his antidote all day, he is still working when the class begins, again he tells the assistants to take the class as he's busy.

After class Peter visit Connors while Harry tells Peter that he will speak with Gwen on his behalf and convince her to come to the Ares shuttle launch press conference. Connors shows Peter his arm full of scales and explains that he's working on an antidote, showing him the incubation chamber where it will be created. He tells Peter of his regret in experimenting on himself, "But it worked on me, I don't have 4 extra arms…" Peter jokes, then stops in a moment of panic, "I'm not going to grow 4 arms am I?" he asks concerned, "No Peter, you'll be fine, your special."

As Peter leaves, Connors remembers back to that fateful day.

_Connors kneels outside the fuselage of a crashed plane, he's dazed and bleeding from his arm. As he begins to regain his senses he walks back in through the hole in the side of the plane when he hears the screams of a young boy. _

_Moments later Connors is stumbling through a field towards the flashing light and sirens that approach. He wanders towards them, carrying a young child in his arm. The vehicles stop just before him, firefighters and ambulance officers rush out towards him and the other survivors who scatter the field. He passes the child to a paramedic, she asks him "Are you all right, is this your child?" Connors falls to his knees, "My arm hurts" he replies looks at his missing arm,"The boys name is Peter Parker"_ he finishes as he collapses.

When Peter arrives at the front was Oscorp, Harry is waiting for him. Harry lets Peter know that Gwen is going to the press conference with them.

**Ares Shuttle launch centre**

* * *

><p>After school Harry, Gwen and Peter meet and catch an uptown train to the Bronx where the NASA presentation for the Ares 4 shuttle launch. Gwen is quiet on the train ride whilst Peter and Harry speak excitedly about the first manned exploration of Mars.<p>

They enter the large hall where a large stage has been erected with a long table. The head of NASA sits in the centre of the table, accompanied by six astronauts. Harry pushes through the crowd of media and business executives, pulling Peter and Gwen along with him so they can get a good view.

The presentation begins with Charles Bolden, head of NASA, describing what a momentous occasion this is, the first humans to set foot on the red planet. "This mission will take the widest variety and most in-depth analysis of Mars' surface, and give us the most in-depth understanding of Mars' history, present and its future for human settlement." There is huge applause from the crowd.

Bolden continues, "This project is only possible due to four factors, firstly the new X-engine designed by Dr Reed Richards and Victor Van Damme, reducing the travel time to Mars dramatically."

The crowd claps in appreciation, "Secondly, another of Richards inventions, the new electro-magnetic radiation dampeners, capable of repelling the worst varieties of radiation, along with any space junk that might get in the way" the crowd laugh at Bolden as he mimics avoiding space junk.

"The last technological breakthrough that's really made this possible is the Oscorp bio-synthetic space suits. These marvels of technology will enhance the astronauts physical abilities, allowing them to function for extended periods in zero gravity as well as protecting them from any low level radiation."

Charles looks across to the Oscorp assigned section but Norman is not present, only some mid management and scientists who wave their hands in appreciation of the applause they receive.

"Lastly, this project wouldn't be possible without the financial support of J Jonah Jameson, Owner of New York's own Daily Bugle and the 21st Century Entertainment Network." Jameson waves to the audience with a broad smile, enjoying the attention he's receiving.

Charles now introduces the six astronauts that will be making the historic first trip to Mars.

Pilot - Ben Grimm, Ben has a broad experience flying multiple missions.

Co-pilot - John Jameson, the youngest astronaut in the history of NASA

Geologist - Susan Storm, Susan is a leader in extra-terrestrial geology with a specialization in martian asteroids.

Assistant Geologist - Jonny Storm, Susan's brother has worked with her over the last few years.

Engineering/Robotics - Victor Van Damme, one of the leading minds in robotics, having designed previous Mars Lander Rovers, worked on the new shuttle engines and many of the systems on this mission.

"And lastly the leader of the mission, one of the most brilliant minds on earth, but not for long," the crowd laughs, "The world's leading astrophysicist, designer of many of NASA's finest technology, Dr Reed Richards." The crowd erupt in applause and the group take some questions from the media.

Peter wanders off from his friends fascinated by the various scientific an astronomical exhibits that surround the press conference. As he does he bumps into a photographer who's wandering around aimlessly.

"Sorry sir" Peter apologizes," it's all right kid I'm just filling in time" he replies.

"Are you a photographer? Or just a NASA fan?"

"A NASA fan? Ah no, I work for Daily Bugle my name is Eddie Brock."

"Wow that must be exciting, getting into all these events."

"Nah it's pretty boring but the pay is good."

"How good… just out of interest."

"My best photo, well let's just say it paid the rent for year" he replies with a wink as he returns to the news conference for some final photos. Peter begins daydreaming, thinking about the possibilities of him providing for his aunty through photography. As he strolls the halls he overhears some men whispering in a room. He gets closer to the door trying to listening when it opens, as it does Peter jumps onto the wall above them, using his hands to hold him. Two security guards leave the room not noticing him, but he clearly hears their conversation, they're going to kidnap Reed Richards.

Peter enters the room where he finds two security guards bound and gagged. Peter then follows the two security guards through the crowd. Gwen grabs Peter's arm as he walks by and asks "Where have you been? Where are you going?"

Peter looks back and forth between the two guards and Gwen, finally he answers her "I'm really sorry, there's something I have to do." Peter then continues his pursuit of the guards leaving Gwen dumbfounded. Peter gets close to the guards as they enter the restricted area, using their swipe IDs. The two security guarding the door give them a subtle nod as they enter, _something is happening here, I better get to the bottom of it._

Peter sneaks out a side entrance where there are no cameras and gets changed into his Spider-man outfit. He climbs up the side of the building, avoiding both cameras and security, and finally arrives at the buildings restricted rear exit. Spider-man surveys the scene, looking for the two guards he's been pursuing. He climbs in and out of various objects, up walls and on roofs trying to get a clear look at the face of each security guard in the area. Finally he looks down between two buildings and finds the two security guards arming themselves with weapons, accompanied by three other men as well as two around the corner waiting in a van.

_These guys must want Richards bad, I have to help him_.

Spider-man climbs down closer to the five men as they get ready to storm the six astronauts and security as they exit the building. Once he is close enough Spider-man jumps down kicking two men at once, they collide with \the other three, all falling into a heap. As they get up to attack Spider-man engages them easily disarming them and disabling them. One of the men yells to the others in a language not known to Spider-man and they all retreat into the van which drives off.

Spider-man runs to the corner of the building after them but stops as they drive through a wire fence and get away. Spider-man shrugs his shoulders, "It seems I saved the day again" he jokes to himself and returns back to where his civilian clothes are, getting changed and joins the press conference as it's finishing. Peter returns to Harry and Gwen but Gwen won't speak to him, she walks off to the train station without them. Harry shakes his head at Peter, "What did you do this time?"

"I can't talk about it right now, I'll tell you later."

The boys follow Gwen to the train station as Harry tries to get her to talk but she doesn't want to listen and the three sit on a downtown train in silence.

**Harlem**

* * *

><p>The three continue on their train downtown it approaches 124th Street, Harry who's been on his phone the whole time, lets out a little gasp at which point Peter looks across at him.<p>

"What is it Harry?"

"I just read a tweet, a monster is attacking Harlem right now."

"What kind of monster, what a green monster?" People around them begin listening in, "yeah maybe."

The train passengers now begin speaking excitedly about the news and check their phones for more information. Peter looks across at Harry, "Harlem? That's the next stop, that goblin's up there right now?" Harry nods his head slowly, knowing exactly what Peter is about to do. Gwen is on the phone, her face is filled with fear, "What's wrong Gwen" Peter asks, "My father's stationed in Harlem, I think he's working tonight."

As the train arrived at the station Peter moves to the doors through the crowd, "You two stay here, I'll go up and find your dad" he tells them looking at Gwen. The doors open and Peter charges out, through the turnstiles and up the stairs. Harry stays with Gwen, holding her arm, "Just wait here, we'll be safe here, your dad will be alright" Gwen looks at him and smiles, "You're right Harry it will all be okay" Harry relaxes his grip and Gwen pushes him off and charges after Peter.

On the streets of Harlem a giant abomination of nature wreaks havoc on the street throwing cars, throwing people and destroying everything in sight. The creature is 2 to 3 times taller than a person, covered in bulging muscles and veins, with bones protruding from its spine and elbows. The road is full of people, some running in sheer terror for safety, others taking video or selfie's with the creature. George Stacey busily moves people from the street away from the carnage, he yells at a group of teenagers taking a group selfie in front of the creature with their phones to get the hell out of there.

Spider-man finally emerges onto the street, still trying to put on his costume. He climbs up the side of building to the roof three stories above in an attempt to get better view. He looks down the road and sees George Stacy ferrying people off the main strip whilst the giant creature continues its destruction.

"You've got to be kidding, That's no goblin that's an ogre."

Spider-man runs along the building roofs towards Stacy when he notices something fall out of the sky and slam into the middle-of-the-road. It leaves a small crater, from the hole emerges another giant man, but this one is green. The last of the people gathered on the street now run for cover as the two giants charge at each other colliding. As they battle debris is sent flying into the fleeing and huddling crowds. Spider-man uses his webbing to capture the debris and divert it from hitting people.

As he does he notices Gwen running onto the street towards the battle screaming frantically. Spider-man's spider sense warns him of danger, just as a piece of debris goes flying from a roof towards her. Spiderman swings down picking her up off the road mid stride and takes her further down the road to safety. Gwen however is still kicking and screaming, "It's ok ma'am, your safe" he tells her but she immediately pushes him aside and runs back to the street yelling out. Spider-man stands dumbfounded for a moment, then follows her down the street where he finds her kneeling beside her father, impaled by the piece of debris Spider-man had saved her from.

Gwen cries speaking to her father as his life drains away through his punctured body. Spider-man stands silently behind her, shocked. Harry approaches cautiously and mentions to Spider-Man, "There's other people that still need your help," after a few moments of reflection Spider-man swings away to help prevent anyone else from being injured.

Harry puts his hand on Gwen's shoulder, "The paramedics are here, let them help him" she reluctantly lets go of her fathers hand as the paramedics begins working on him. Gwen cries, curled up in Harry's arms, he attempts to comfort her as he looks down the road at the two giants battling "I knew there really was a green Sasquatch" he says to himself quietly.


	12. The Slayers

**AN: Thanks for reading, I apologize if at times the characters and stories are as deeply developed as Vol 1, I've had RSI issue so can't spend the time I'd like to.**

**If your interested in the Fantastic Four, their trip to Mars and events after they return (from the last chapter) I've started a new Fanfic titled: First Family Vol 1: Not what they seem. That story will tie back in with COPP Vol III, I'll work on that before (or maybe in parallel) with the Fantastic Four story.**

* * *

><p><strong>Forest Hill Cemetery<strong>

* * *

><p>Peter stands with his head bowed down, listening to the eulogy for Gwen's father George. He stands not next Gwen, his girlfriend, but Harry. Gwen has not spoken to Peter since the incident, all his calls have gone unanswered. MJ and Flash stand closest to her and her family. Once the priest finishes they are the first to comfort her.<p>

Guilt fills Peter's entire being as he begins to approach Gwen to offer his condolences. As he approaches MJ spots him and gives a slight shake of the head warning him not to make a scene. He nods solemnly and walks off alone rejecting Harry's company. Peter wanders through the cemetery, thinks back to the last time he wore this suit, only a few months ago at Liz's funeral, another person who died because of him. Eventually Peter stops wandering and stands in front of his uncles grave. He looks down and begins crying, "how many people have died because of me? How many more will?"

After a while Peter composes himself and begins to leave when he suddenly remembers something, something important. He walks back, past his uncle's grave, and down to the graves of his parents. He stands over them, looking down, examining the overgrown weeds and grass surrounding them. DaHe bends down and begins clearing the planets away, "I'm sorry I don't get here often enough, I just don't like this place, too many bad memories."

Peter looks around making sure nobody is watching him speak aloud to a grave, "I don't know what to do, I'm trying to help people, but all I do is hurt those around me." After a few minutes deep in thought Peter then asks, "What should I do, continue to try to help people but risk those that I love? Or should I just do nothing? Can you give me a sign."

Peter waits, looking around for something but nothing happens. Peter then says his goodbyes to his parents and walks to the exit.

**Midtown High**

* * *

><p>The next day at School Peter is walking up to the front of the school when he sees Flash and Gwen hugging. Peter immediately feel sick to his stomach, she's left me, they're back together I can't believe it. Peter walks past pretending to ignore them when Flash calls him over. Peter pretends not to hear him the first time, but after Flash calls his name again Peter looks in his direction and notices Flash, Gwen and MJ. Fear and apprehension flood through his body, his stomach twist into knots making him feel nauseous. Flash begins to speak and firstly thanks Peter for all the support through his troubles, Peter can't speak, his throat tightens and dries out, he gives out a little squeak of acknowledgement. Flash then continues to explain that he's joined the army to help get him out of this black hole of despair he's found himself in. Peter is startled but after few awkward moments of him standing silently on the spot he wishes Flash all the best and they shake hands. As they do Flash gives him a canceling friendly jab to the arm, "Parker Punch, see you later Parker."<p>

The girls begin walking to class when Peter stops Gwen and asked for a minute of her time, MJ looks at her for a sign as to what to do, Gwen gives a little nod that is fine for her to leave them alone.

Peter begins apologizing for disappearing at the expo, the press conference, the train station when Gwen stops him, "Peter I don't wanna hear your apologies, if it was one or two times that would be fine, but you always going missing, canceling canceling canceling, rearranging dates its like you have another life, a life more important than me."

Peter is stunned, he tries to form a response but struggles, Gwen turns to walk away when he pleads, "Gwen, I'm sorry I know I've been distracted lately, but I'm going to put it all behind me, from now on, no more distractions I'll be 100% focused on you."

Gwen looks at him cautiously out the corner of her eyes, then turns to face him and looks deep into his eyes realizing he's being sincere, "okay Peter, one last chance, dinner on Friday" Peter agrees and she gives him a little smile then heads off to class.

Peter stands there and contemplates what he's just promised her, _that means no more Spider-man_.

**New York**

* * *

><p>On Friday Peter gets ready for his date, puts on his nicest clothes, his best… only cologne. As he sorts through his wardrobe trying to find his best pair of shoes, he notices the box where he keeps his Spiderman costume. He contemplates putting it on, just in case, but then grabs the box and hides it deep inside his closet, <em>not tonight I won't need it tonight<em>.

Peter heads downstairs and greet his Aunt May with the hug, she complements him on how well he scrubs up and tells him Gwen will be very impressed. Peter blushes and deflects her compliments. As he's about to leave there is a news bulletin, the announcer describes how the Green Goblin has been cited over New York City and is heading towards the New York City fair.

_Surely Iron man will handle this_, Peter thinks to himself, the next article describes Iron man in The Middle East as part of his ongoing battle with the 10 rings terrorist group. "What a coincidence" Peter replies sarcastically, "That Goblin person is really terrible, what's happening to the world" Aunt May adds. Peter stares at the news watching the teletext move across the screen highlighting facts about the Goblins destruction. Peter's phone buzzes with a text from Gwen, it reads [See you soon].

Peter's mind begins to race, he has two options and no matter which one he picks someone loses. His mind begins to cloud with too many thoughts and options, too many actions and consequences, as he gets to a point where he can't think at all his eyes focused on a picture on the wall, a picture of him and his uncle Ben.

_With great power comes great responsibility_, he remembers his uncles words then tells his aunt he forgot something and rushes upstairs. Peter puts on his costume underneath, takes his small man-bag with accessories, texts Gwen that he's going to be a little late then rushes for the subway.

Peter arrives in Manhattan, finds the place close the restaurant to hide his civilian clothes, then swings away as Spider-man. Peter arrives at the fair to a scene of chaos, people are fleeing in terror from the green goblin who throws grenades randomly and laughs as he does. Spider-man swings in towards a goblin as he turns around on his glider, just before they are about to engage in battle Spider-man notices three objects approaching from his right. They fire electric blasts at him, he quickly swings away to avoid them but as he does he notices another three flying objects approach from the other side. Spider-man lands on a roof to assess the situation. The goblin approaches on his glider followed by six flying drones. The drones have a large cylindrical body with two rotors on either side used to propel it. They also have an array of arms peripheral to the body, each one with a different weapon attached, it looks like eight arms, or perhaps legs each.

Spiderman looks around for a way to escape, behind him approach two more drones.

"So it looks like your glider had babies, you must be so proud."

"More funny jokes little human, but you won't be so funny after you face the spider slayers."

"Spider slayers? Really, that's what you called them?"

Before Spider-man can continue with his barbs one of the drones attacks from behind. Spider-man jumps up over the drone missing its blades, then quickly shooting webbing at the drone behind him, swinging it over his head and into the other drone which has circled around for another attack. The drones collide with parts and sparks flying, they crash into the ground and explode.

The Goblin and the rest of the spider slayers swoop down for their attacks, firing electric stunner, fireballs, blades, nets and grenades. Spider-man ducks, weaves, dives and summersaults to avoid them, finally swinging away with his enemies in hot pursuit.

Spider-man swings through the New York skyline moving left and right, down alleyways and through any obstacle he can in order to lose them. No matter what he tries they are too fast and their attacks too constant for him to hide. As they approach a church tower rising above the surrounding buildings Spider-man uses the webbing to swing back around 180 degrees and kicks one of the drones with 2 feet sending it hurtling into another and both lose altitude and crash. Spider-man falls to the roof of the building after this attack and dives out of the way of the remaining four slayers as they fire on him. Spider-man swings away from the building, as he turns the corner around a building the Goblin is hovering waiting for him. Without any notice the goblin sends numerous blades his way, Spider-man quickly shoots a webbing to his left, avoiding the blades but putting him straight in front of the pursuing slayers who shoot electric stunners and tranquilizers. Spider-man is hit by them, falls unconscious and falls through the air towards the pavement. The slayers fly down and capture him, taking him back to their headquarters, followed by the Goblin.

**Oscorp Testing Facility - New York**

* * *

><p>Spider-man regains consciousness and observes his surroundings with blurry eyes and a haze hanging over his head. As his vision begins to clear he realises that he is in a warehouse surrounded by equipment ready for scientific experiments, on him, and lots of robotics including spider slayers, human prosthetics and the goblins glider.<p>

Spider-man focuses on a figure standing to his left, a scientist taking blood from his arm. Spider-man pulls at his restraints, ripping the right arm restraint, reaching over to his left arm. As he does a spider slayer that is perched directly above him reaches down and pins his arms by his side. He struggles to move but to no avail.

The main door to the room now opens with Spencer Smythe walking in followed by his son Alastair in a wheelchair, the Green Goblin and a handful of scientists. The goblin begins clapping and yelling with excitement, "Now we see who the spider is, then we make him no more."

The scientists surround Spider-man and wait as Mandel Strong enters the room. Spider-man gasps in amazement, Mendell Strong is behind all this, Does that mean Oscorp is involved?

Mendell explains their plans for next generation of super soldiers, Something that has been denied to him time and time again, but this time it will be different. He then approaches Spider-man and reaches for his mask, "Who is the menace behind the mask?" he asks.

Spider-man reaches behind his back to his belt where he has been carrying Iron man's mini EMP. He struggles to move his arm under the force of the spider slayer but eventually reaches it activates the EMP and throws it onto the spider slayer above him. Instantly the drone loses power and Spiderman breaks free of its grasp. He pulls off the restraints from his arms then legs, then the blood transfusion needle from his arm.

Spider-man throws a punch towards Mendell but he avoids the blow, the two exchange attacks before Spider-man throws Mendell off the platform and on top of Spencer Smythe. Spider-man then beats off the scientists who are trying to restrain him and webs various instruments, containers and vials in the lab pulling them off the shelves and onto the ground. Some of the containers have flammable liquids which ignite and fire fills the factory instantly. Spider-man swings up to the ceiling and escapes through a skylight as the fire spreads and engulfs the whole building.

Mendell flees the scene closely followed by the scientists, one grabs Alistair's wheelchair pushing him out through the door while he attempts to grab the door frame and get back inside to save his father. Spencer Smythe lies on the floor injured from when Mendell fell on top of him. He's too old and too hurt to move, the smoke covers his body, fills his lungs and takes his life whilst his son looks in at him, desperately trying to escape the scientists.

The building then explodes in a huge fireball sending shattered glass throughout the area and causing the roof too collapse. Alistair and the scientists move far enough away to escape injury. Mendell looks into the distance as Spider-man swings away to safety, he however looks down at the vial of Spider-man's blood he was able to salvage before fleeing the building.

**New York City**

* * *

><p>Spider-man swings down to where he left his bag and clothes he was wearing for his date with Gwen. Peter emerges from the alleyway onto the main street only a few hundred meters from the restaurant. He sprints through traffic, across the road and flies into the front door nearly knocking over some other patrons. He asks at the front counter for the reservation under Peter Parker, the waiter responds that a girl had been waiting for him for over an hour but she left. Peter thanks the man and apologizes for the inconvenience. As he exits the restaurant he checks his phone and notices a message waiting for him from Gwen [It's over, I never want to see you again].<p>

**Peter's house**

* * *

><p>Peter arrives home after a long and miserable walk home. He has not contacted Gwen after reading her message, he's too despondent to know what to say. He enters the house and begins walking up the stairs to his room when his Aunt May asks how his date was, He just shakes his head slowly and replies,"It's over."<p>

Peter sits in his room head in his hands sobbing, "How much worse could this night get? I should never have taking the costume, being Spider-man has ruined my life."

After more contemplation Peter's mind jumps back past that incident with Gwen to that of the warehouse, and the blood they extracted from him. O_h no they got my blood, Dr Connors, I need to tell him_.

Peter takes his phone and immediately calls Dr Connors. He explains what happened with the drones, the warehouse, Mendell Stromm and the blood. Connors voice fills with fear, "Oscorp are involved… " Connors responds, his voice trailing off. "Peter, don't call me, don't come to Oscorp under any circumstance."

"Why what's happening?"

"It's not safe for you here anymore, now they'll know I'm involved, that I know your identity, they know my secret… no matter what happens don't come here, ever."

Peter asks "How do they know, what secret?" Connors simply replies "I may never see you again, I couldn't be more proud of how you've turned out, I'm very proud of you, as if you were my own son" then he hangs up the phone.

Connors sits in his chair, fear and panic fill him, he thinks of Peter, that this may be the last time they ever speak, it sends him back to that fateful day.

_Dr Connors sits in conversation with Richard Parker, the introduction of May and their son Peter. Connors now remarks on how Peter looks extraordinary similar to his own son Billy, Connors Introduces both his son Billy and wife to the Parkers, who sit on the other side of him. _

**Oscorp Tower**

* * *

><p>Norman Osborn sits in a room alongside Mendell Stromm waiting for the results, a scientist in a lab coat emerges from the analysis room and tells him that initial results indicate that the subject has both super soldier serum and trans-genetics in his DNA, that of a spider.<p>

Osborn and Stromm look at the results as the scientist explains, "It appears the super solider serum wasn't introduced to the subject, it was part of them, from a young age, or birth." Osborn and Mendell simultaneously gasp with amazement, "It's Connors," Osborn states aloud, "Send a unit to his lab immediately."


	13. Of Lizard and Man

**AN: Thanks for reading, this is the last chapter, would love to get your reviews. I'm not sure if I'll continue with the third volume, if there's demand (and reviews) I'll give it a go. Don't miss out on the mid and post credits scene, as well as a special DVD extra - Marvel one shot: Spider and the Pirate. Also check out my Fantastic 4 fanfic that began in COPP Vol 2, chapter 10 and will cross over in COPP Vol 3.  
>Thanks again.<strong>

* * *

><p><strong>Peter Parker's house - Forest Hill<strong>

* * *

><p>Peter sits on his bed staring at his phone stunned, his tried to process what Connors has just told him. Peter calls him over and over but Connors doesn't answer. Peter is restless, he paces in his room, fidgeting whilst he considers his options. He takes his phone and scroll down to Harry's profile. As he's about to press dial he considers the nights events, that Oscorp are involved in trying to capture and kill him, and that Harry's own father Norman might be involved. After much contemplation he throws the phone down, telling Harry will just complicate things.<p>

Peter sits down contemplating Connors words, after much hesitation he makes a decision, _to hell with what Connors says, I need to know what's happening_.

Peter climbs out his window and heads to the city with his Spider-man costume.

**Oscorp Tower**

* * *

><p>Connors races around his lab frantically destroying any evidence of his work with Peter. He's begins destroying all the transgenic formulas and serums he been working on, except for one antidote and one of the stabilisers that mutated his test subject.<p>

As he returns to his main computer and begins deleting all his files he is confronted by a group of guards and Norman Osborn. Connors hits delete but the PC tells him - 15 minutes left, Connors shifts awkwardly on the spot as the guards examine him, _I'll need to stall them_.

"Good evening Sir, what brings you around these parts?"

Norman examines Connors closely, "I just thought you should know, we've done what you couldn't, we've cracked the transgenic super soldier formula, something you said wouldn't be done for years."

Connors trembles with fear, "That's great news, I would be interested to see your findings perhaps you can email them to me tomorrow?" he replies tentatively.

Osborn looks deep into Connors eyes, looking for a sign that he's lying. After a few moments of the two men locked in each other's gaze Osborn finally speaks, "OK I'll send you the results tomorrow" he turns to walk away as Connors sighs in relief, then Osborn stops and turns back around, "One last thing, we found something interesting in the sample of the Spider-man's blood… it contains transgenic DNA within it from a spider… you been doing transgenic work on spiders haven't you?"

"Ah yes, they are one of the few different arthropods we experiment on, it's likely others are doing the same."

"Ah yes of course, others would likely use the same subjects as yourself… but the problem is no one else is doing this research."

"Perhaps they are doing in secret, and a more advanced than us, or perhaps someone has taken one of our subjects, we did have a spider go missing."

"You had a transgenic spider go missing, around the time new Spider-man super soldier appears and you didn't think to link the two?"

"I thought the spider outfits was just a gimmick, Like I've stated all along transgenic enhancements to humans aren't possible, at least not with my subjects."

Norman ponders Connors words for a few moments, scratching his chin, "You may be right Connors because there was something else we found in Spider-man's, Something we didn't expect, do you know what it was?"

Connors shakes head looking away pretending to think of an answer, "We found super soldier serum, the one we used in our experiments all those years ago."

Connors forehead beads with sweat, he quickly glances down at his computer screen there is still 10 minutes until all his files deleted.

"So Dr Connors, I doubt it is a coincidence that our Spider-man has both super soldier serum and transgenic spider DNA, I believe this is your creation and you been hiding the results from us."

"No, it's not what you think" Connors tries to explain but the guards begin closing in on him from each side. Connors looks around for something to protect himself with as they pull out their stun guns, he spots the vial of stabilizer on his desk, he picks It up and injected into his arm.

Everyone stands back and stares at Connors but nothing happens, the guards fire their stun guns shocking him, they pull him to the ground away from the computer as Connors struggles to break free. Norman stops the deleting files and attaches a hard drive.

"So you were trying to hide your work from me, I'm sure your data will be very useful for our project, thank you Dr Connors."

Connors screams out in pain as the security guards beat him and electrify him. Norman laughs as he downloads the data but then the screams turn to a roar and a hiss. Norman suddenly realizes something is up, he peers around the computer screen and sees one of the guards fly passed him.

Connors now stands up on his feet, throwing the guards off him, and revealing his transformation as green scales Cover his face, a face which is elongated like a snout. Norman stares at Connors in horror as the remaining guards fire their guns in an attempt to subdue him. The stun guns do not affect Connors they just enrage him. Connors fingers now have razor sharp claws growing from their ends. He slashes at the guards ripping opened their faces and chests throwing them around the room like rag dolls, one is thrown straight through window and he falls to the pavements 60 floors below.

Spider-man swings through the New York skyline on his way to Oscorp tower when he notices an object break through the window of the 61st floor of the tower and fall to the pavement. Spider-man immediately swings up to the side of Oscorp Tower and climbs up the side of the building to investigate.

Connor's transformation is complete, he is now the Lizard a hybrid human reptile with only basic predatory instincts guiding his actions. He claws, bites and slashes at the remaining guards who fire their revolvers at the Lizard, slowing him down only momentarily. The Lizard chases them throughout the lab, destroying everything in sight on his hunt. Finally the Lizard kills the last security guard, Norman has called more but they don't arrive in time.

The Lizard crawls over benches and tables towards Norman, flicking its tongue and hissing as it approaches. Norman looks down at the file transfer, still four minutes to go. The Lizard charges at Norman leaping onto Connors desk and swiping at him. Norman dives away narrowly avoiding the lizards claws, but Connors' computer takes the full blow of the attack and falls to the ground smashing into pieces. Norman scurries away on all fours as the Lizard pursues him, Norman picks up one of the guards guns firing it at the Lizard. The Lizard is stunned but continues chasing him, just as he is about to take his final swipe at Norman Spider-man swings in through the broken window and kicks the Lizard away from Norman.

"Get out of here" Spider-man tells Norman who scurries off towards the hall then runs to the elevator. Spider-man then turns to face the Lizard, the two battle throughout the laboratory the Lizard ferocious in its wild and out of control attacks. Spider-man avoids most of the lizards blows until he gets trapped in a corner and the Lizard chargers at him crushing him against the wall. Spider-man pushes the lizard off him with all his strength sending him flying into a rack of chemicals. Some of the chemicals strong acids and bases burn his scales or combine and ignite. The Lizard roars in pain as his scales and flesh is being melted or burnt from the chemicals. He thrashes around violently sending chemicals and equipment everywhere.

Spider-man steers clear of the carnage waiting for the lizard to succumb to its injuries, but he doesn't. The Lizard crouches down on the floor almost whimpering in pain, Spiderman approaches, investigating until he notices the flesh and scales growing back. The Lizard now stands back up on its two legs, roaring with the rage. Spider-man runs towards the elevator, the Lizard charges after him and leaps, Spider-man jumps to the ceiling sticking to it, then crawls back to the lab along it. The Lizard quickly turns around and follows him jumping up trying to grab Spiderman as he crawls along the roof.

Spider-man finally jumps back to the ground firing webbing in the lizard's face blinding him, then firing web nets to hold him down. The lizard struggles to break free as Peter runs across the lab and grabs one of the metal frames from the broken shelving. The Lizard breaks free of it's webbing prison, as he does Spider-man thrusts the shelving frame into his chest and through his back impaling him. The Lizard screams out in pain, falls to the floor writhing in agony clawing at the frame in its chest.

Spider-man sits down exhausted watching the Lizard roll around in pain. As he watches the Lizard he notices a ripped lab coat on the floor, He picks it up and gasps horror, _the lizard got Connors_. Spider-man searches through the destruction and the bodies looking for a sign of Connors but he can't find anything. As he returns to where the lizard was lying he now finds no sign of it, just a pool of blood. Spider-man follows the trail of blood leaving the scene until he finds the Lizard pulling out the frame from its chest and giving out an almighty scream.

Spider-man looks on as the hole in the lizards chest begins healing, _I've gotta do something else this thing won't die_. Spider-man return to Connors lab looking for an answer, he searches through Connors' notes until he notices the antidote in the incubator. _That's it I'll use the antidote to stop it's healing_.

Spider-man takes the vial of antidote and places it in syringe gun, _now all I have to do is get close enough to that thing to inject it… this should be easy._

The Lizard returns to the lab tracking Spider-man's scent, it charges at him wildly slashing its claws and whipping its tail. Spider-man jumps, ducks and weaves to avoid it's attacks but he misjudges one and gets hit by its tail, throwing him across the room. Spider-man can't get close enough to use the antidote, he tries webbing it again but this time the Lizard avoids his webbing continually darting back and forth in his attack. Spider-man then notices that the damaged shelving where he took his makeshift spear from has been knocked on its side, twisted metal frames stick out sideways like a medieval pike. He maneuvers himself in between the Lizard and the shelving, waiting until the last second, then he dives out the way as the Lizard leaps in attack, impaling itself on the shelving frame. Spider-man them quickly inject the Lizard with the antidote avoiding it's free arm from swiping him. Once the antidote is injected Spider-man takes a step back and waits for the transformation, but nothing happens.

Spider-man searches the surrounding area for something to restrain the lizard, as he does he notices a change in the roars coming from the Lizard, they sound more human like, more screams then roars. Spider-man returns to the Lizard and observers his snout shrinking, the head now looks more humanlike but still covered with scales. As he looks closer at the Lizard he sees definition within his face, he now realizes that this is Dr Connors.

Spider-man folds up his mask to show Connors his face and tries to help him off the frames that impale his body, but Connors waves him away. The transformation back into a human occurs in waves, sometimes he looks more human but then the reptile features will grow back as the healing properties of the Lizard fight the antidote. Connors higher brain functions return and he recognizes Peter and then falls into unconsciousness and into the daydream that has been haunting him these last few months.

_Connors sits in a meeting with fellow scientists Toomes, Kravinoff, Gargan, Sytsevich and Osborn.__ Connors argues against experimenting on the children, he tells them it's unethical exposing children to radiation in the hope it will activate the super soldier formula in their bodies. Some of the other scientists also raise issues with these experiments, they tell Osborne that they've become quite attached to them, like the subjects are their own children. Osborn tells them it's not negotiable and they should all bring their subjects to the laboratory tomorrow. Connors tells Osborn that he won't do it and storms out throwing away his security badge._

_Osborne tells security that Connors cannot be allowed to leave with the boy. _

_Connors races home to his wife and son Billy, Connors bursts through the front door and demand that his wife and Billy come with him immediately. Connors runs to his private study and takes a briefcase with his research, money and the families passports. He bundles the family into his car under protest and races to the airport._

_At the airport Connors buys three tickets on the next flight out of New York. Connors notices that he's being followed by two men, as the PA announces their flight he tells his wife "Ok lets go." The two men follow until the family pass through the gate. On the plane Connors meets the Parkers, they begin a conversation about how much their sons look alike, they could be twins. Soon after take-off there is an explosion in the left-wing, Oxygen masks fall from the roof and flight attendants yell for everybody to take the brace position. The plane drops suddenly and Connors passes out. _

_Connors awakens, leaving the plane disoriented, he stumbles out of the hole in the side of the plane, semi-conscious and missing an arm. Getting his senses back Connors rushes back into the plane fuselage and looks across to where the Parkers were sitting, there are no survivors in that section. Connor's hears Billy cry out still alive and conscious, his wife however is dead. Connors takes Billy out of his seat and into the field where the paramedics rescue them as the entire plane explodes in a huge fireball. When they take Billy from Connors and ask whether this is his son he replies "No, this boys name is Peter Parker."_

* * *

><p>Osborn has finally reached the rest of Oscorp's security guards, he orders them back to the lab and kill anyone or anything they see. As the security leave he takes his phone out and calls Mendell Stromm, "Spider-man is here at Oscorp tower, it's time for the Goblin to finish this once and for all, is the glider ready?" he asks, "Yes sir fully operational" Mendell replies.<p>

* * *

><p>"Dr Connors, Doctor Connors can you hear me?" Peter asks desperately.<p>

"Billy, I'm so sorry Billy couldn't stop them."

"I'm not Billy, Its Peter, Peter Parker."

Connors' scales begin to fade away as humans skin takes over, Connors human features now return along with his mind.

"I'm sorry Peter, I don't have long, and there is something I need to tell you. I need you to listen, No matter how crazy it might sound."

"Don't talk like that I'm going to get you out."

"Peter listened to me, you're not Peter Parker you're Billy Connors my son." Peter shakes head in disbelief, "Dr Connors not thinking clearly, let me help you up."

"Peter!" Connors yells angrily, "The plane flight that the Parkers were killed in, I was on that flight, you were on that flight, I lost my arm and you survived." Peter shakes his head, "I don't understand" he replies.

"When I rescued you from the plane I told them your name was Peter Parker, the plane was so badly damaged they couldn't identify the bodies."

"But… But why would you do that?"

"Peter, you're not my actual son, you were adopted… from Oscorp."

"Oscorp?"

"Yes, we were experimenting on Steve Rogers super soldier formula, introducing it to unborn children, trying to give birth to a super soldier with the formula in their DNA."

Peter stands silently in horror, mouth wide open not able to form a word.

"We made you and five others…" a surprised look crosses Connors' face, no there were six others, just like you. "Connors eyes dart back and forth as he searches his memories, "Peter you can't trust him, Osborn, you can't trust" then Connors is struck by a bullet as many more fly into the room from the advancing security staff. Peter pulls his mask down and dives for cover, looking back he sees Connors eyes close. Spider-man then races for the broken windows and dives out of the building. One of the security guard bullets ruptures an oxygen tank and it explodes creating a huge fireball that destroys the entire level. The various chemicals lying on the floor create secondary explosions sending glass and furniture flying out the windows to the street below.

**Midtown - New York**

* * *

><p>Spider-man swings away to safety and stops on a roof nearby, shocked, contemplating what's happened "Who am I?" he asks himself repeatedly. As he sits there contemplating his own existence he hears it, the roar of a jet engine, not a jet, a glider engine.<p>

Spider-man turns around as the roar of the glider fly past him. The goblin hasn't noticed him sitting on the rooftop and heads towards Oscorp Tower. Spider-man sighs with relief as he watches the goblin fly back and forth examining the wreckage.

Spider-man sits back down against the building ledge, relaxing until he hears a buzzing behind him, two spider slayers fly directly over him on the way to Oscorp tower. He quickly scurries behind a water tank attempting to conceal himself from the slayers but his movement alerts them and they veer towards him. Spider-man doesn't wait for them to find him, he picks up some old rusted Metal rods and throws them at the slayers javelin style. The rods hits the slayers, destroying one's engine and sending it into a tailspin. The other is only partially damaged, Spider-man immediately shoots a web at the remaining spider slayer, pulling it towards him, he dives out the way at the last minute as it crashes into the water tank. The slayer begins short-circuiting as the water pours down onto it. The slayer struggles to hover and finally falls to the roof top shutting down completely.

Spider-man now climbs to the edge of the building examining the wreckage of the first slayer below. As he does, he hears the approaching roar of the glider engine, the Goblin has spotted him. Spider-man swings away trying to get as much distance between him and the Goblin. The Goblin catches up quickly throwing grenades and firing blades to which Spider-man avoids by continually changing direction and swinging down narrow alleyways where the Goblins glider can't fit. After a few kilometers of this cat and mouse Spider-man decides that its time to finish it. He looks for an abandoned area where there will be no civilians. As they travel through Hell's Kitchen he sees a few abandoned buildings on the docks, _perfect_.

**Hudson River Port - Hell's Kitchen**

* * *

><p>Spider-man swings down to the docks area landing on the side of a factory, then he climbs in through an unopened window. Inside Spider-man quickly moves through the roof beams to the other side of the factory. He examines both roller doors waiting to see which one the Goblin will enter from.<p>

BOOM

The side of the factory explodes ripping a gaping hole in the wall, the Goblin flies in through the hole and begins throwing grenades randomly throughout the factory damaging the roof support pillars. Spider-man fires his webbing at him, hitting him numerous times in the face. The goblin claws at the webbing that blinds his view, by the time he rips off the webbing his glider crashes into a wall. The Goblin and his glider fall to the ground, as the Goblin hits the ground he rolls away, the glider hits the ground full of grenades and it explodes.

The explosion stuns the Goblin who stands up and sways, trying to regain his bearings and balance. As he does Spider-man attacks with the combinations of punches and kicks. The Goblin backs away trying to block the blows but Spider-man is too fast and strong. The Goblin finally falls down to the ground under the barrage and yells out for Mercy, "Stop, stop it wins, its wins."

Spider-man stops and looks down at the tragic figure below him, the Goblin speaks to himself quietly under his breath in a language unfamiliar to Spider-man. He bends down closer to hear what the Goblin's saying, then suddenly the goblin jumps up with a right hook that collects Spider-man on the jaw and sends him flying backwards. Spider-man now defends the goblins attacks, he pulls out blades and slashes at him. Spider-man's costume deflects most of the blows but some cut through into his flesh. The two battle out hand-to-hand Spider-man avoids the goblin's blades, knocking them out of his hands only for him to replace them with another set. Spider-man fires webbing at the Goblin's face, hands and feet trying to slow the attacks and counter with some of his own.

Both combatants are exhausted, the Goblin has no more blades and hunches down gasping for breath, Spider-man leans against a support pillar.

"Why did you do it, Why kill those people?" Spiderman asks.

"Because of you, they died because of you, because you're the hero and the only way to capture a hero is to be a villain" the Goblin replies, "If you had never saved those people when this began, the rest would still be alive, including the girl from the school."

Spiderman shakes his head, "I don't believe you, you're a killer, you're a monster, that's why you did it."

"I am a monster, but I was not a killer, not until you, you made me."

"All I did was try to help people" the Goblin laughs at this comment, "And look where it got you." Spider-man now lifts himself off the pillar and readies himself for round two

"What the hell are you anyway, is that a mask or your real face?"

The goblin laughs at this question, "I am the first of many, the first of an army, an army you cannot…" Spider-man shoots a webbing in his mouth to stop his diatribe and continues his attack. The Goblin fights back getting the upper hand, Spider-man takes a few hits to the stomach then web slings his way back up to the roof. The Goblin climbs up a pillar after him, Spider-man jumps from beam to beam away from the Goblin who follows him. The beams begin swaying as the pillars that keep them steady have been damaged by the Goblin's grenades. Spider-man stops at the end of the factory and the Goblin finally catches up to him. They both catch their balance as the beam swing back and forth. The Goblin attacks Spider-man swinging wildly, Spider-man easily avoids his attacks, the Goblin struggles with the movement of the beam. Spider-man however has no problems and plays with the Goblin, jumping from beam to beam and teasing him. The Goblin leaps from a beam to another, as he does the beam breaks in two, the goblin doesn't reach the next beam, hitting his head and falling to the ground.

Spider-man shoots a webbing to catch him, but he's too late, the goblin falls ten meters to the floor below with a thud, directly onto a pile of broken beam which pierce his body. Spider-man's webbing hits the motionless body, too late to save him. Spider-man jumps down to help the Goblin but it is too late. A pool of blood, begins flowing from the body onto the concrete below, Peter examines it in the shadow that covers the Goblin's body, it doesn't look like normal blood, he pokes a nearby stick into it and examines it in the light, the blood is green.

"What the hell?" he asks aloud as the screeching breaks of multiple cars draws his attention. Armed men flood into the factory from all entrances, Spider-man retreats to the roof beams and sneaks out through the window he entered, undetected. He swings away from the scene, the armed men guarding the perimeter fire at him, but none hit their mark.

**Peter Parker's house - Forest Hill**

* * *

><p>Peter returns to his bedroom through the window, getting changed out of his Spider-man costume and searching through the pictures of him as a boy with his parents. As he does he realises they're only a few pictures and only when he was really young.<p>

Peter walks downstairs with his childhood photos, he walks up and down the hallway looking at all the pictures of him, There are plenty with his uncle and auntie but none with his parents. He then moves into the lounge room where Aunt May is watching late night TV. He places the photos on the coffee table and asks, "Why are they no photos of me and my parents? I can only find a handful from when I was a baby."

May shifts uncomfortably on her seat then sifts through the photos, "The reason we don't have many photos from before you came to live with us is that your Uncle and Father didn't speak for many years, we didn't see you much after you were born. Then when you came to live with us, just after your parents accident, the house you were living in burnt down destroying everything inside including photos."

Peter shakes his head with confusion in disbelief, "That doesn't makes sense, why did the house burn down?"

Aunt May becomes extremely uncomfortable, "What's brought this on? Why are you asking?"

Peter senses hesitation in her voice, _she's hiding something_, "Because I found out about how they died, that I was on that plane, something you never told me."

Tears form in Aunt May's eyes, her hands begin shaking, "Who burnt down the house? Why didn't you tell me?" Peter demands angrily.

Aunt May answers him with sadness in her voice, "I don't know who burnt down the house, it happened just after your parents death, it was found to be arson and the insurance wouldn't pay out. They thought since we were your legal guardians that we burnt the house for the money, we ended up with nothing."

Peter softens his tone, "I'm sorry I didn't know."

"No, I'm sorry Peter we should have told you, about the fire, about the accident… but you were so young and we didn't want it to affect your childhood."

"It's ok Aunt May, I understand" Peter hugs her, comforting her in the knowledge that she has no idea what has happened and who he really is. Peter returns to his room and lays on his bed, his eyes begin welling up with tears, he looks across and sees 3 messages on his phone. Peter reads through them, all from Gwen, describing how he broke her heart and that she's moving to London to live with an Aunty.

Peter's grief is compounded, he cries in despair at how his life has been destroyed in one night, he looks across at his Spider-man costume in the corner, he marches over to it and throws it in the waste bin, "Spider-man has ruined everything, everyone, I am Spider-man no more."

**Hudson River Port - Hell's Kitchen**

* * *

><p>Oscorp security cover the area retrieving all evidence of the Green Goblin and Spider-man's battle. They carry the partially destroyed glider away as a limousine drives through the factory and stops just before the Green Goblins body. The limousine door opens and a figure emerges dressed in a business suit. He walks towards the body where two security men are examining it, they turn and look up at the figure, one asks, "Sir, what would you like us to do with that body?"<p>

Norman Osborn looks down and replies, "He was a great soldier, a servant of our race and our master, keep his body on stasis, he deserves a warriors funeral back home."

The two security men nod in agreement and begin removing the body. Osborn oversees the cleanup as Mendel Stromm approaches from behind, "Sir, the Spider-man escaped, he could upset all your plans."

Norman smiles, "That creature is no threat to us, we have found the source of its power, and it will power our army, he will be of no consequence."

"I understand sir, but he has a habit of getting in the way."

"Mr Stromm, do not concern yourself with Spider-man, we have already begun assembling the ultimate team to deal with him."

"A team?" Stromm asks, "Yes, we have sent blood samples and transgenic subjects to the other scientists, we will have a strike force that neither Spider-man nor SHIELD will be able to contain."


	14. Epilogue - Post Credits Scene

**Rolling credits**

* * *

><p>Written by: Hardstone<p>

Produced by: Hardstone

Credits written by: Hardstone

Bad Jokes: Hardstone

**Staring:**

Peter Parker - Spider-man

Harry Osborn - Himself

Otto Octavius - Dr Octopus

Norman Osborn - Green Goblin

Norman Osborn - Not the Green Goblin

Dr Curt Connors - The Lizard

Mendell Stromm - Token German Scientist

Herman Schultz - Shocking cameo

Gwen Stacy - Herself

Mary-Jane Watson - Herself

Eugene Thompson - Flash

Liz Allen - Dead

May Parker - Aunty

Captain George Stacy - Also Dead

J Jonah Jameson - As himself

**Also including:**

Reed Richards

Susan Storm

Johnny Storm

Ben Grimm

John Jameson

Victor Van Damme

Original characters: Stan Lee, Steve Ditko and Marvel Entertainment

* * *

><p><strong>Mid credits scene - Oscorp Boardroom<strong>

* * *

><p>Mendell Stromm walks through an apartment hallway on the phone to Miles Warren, "What samples were you able to collect?" he asks, "I was only able to collect a transgenic spider from the lab, but I also have a sample of the blood… Unfortunately Oscorp got the rest of the transgenic subjects."<p>

Stromm stops mid stride with frustration painted across his face, "Take the samples to Wungadove in Europe, meet with my contact there, they'll have a lab waiting for you to continue Dr. Connors work."

"Thank you sir, you won't regret this" Miles replies hanging up the phone.

Mendell arrives at his destination and knocks on the door, Alistair Smythe answers the door, his apartment is filled with take away containers and beer bottles.

"Mr Smythe, I'm sorry about what happened to your father."

"What do you want?" Alistair asks coldly, "It's not what I want, it's what you want, Mr Smythe, what do you want?"

Alistair looks up with suspicion at Mendell, "I want revenge, I want Spider-man dead."

Mendell smiles, "As do I, if you come work for me we can make that happen."

Alistair's suspicions grow, "Work for you? On what?"

"We want you to continue you're fathers work on cybernetics, work at Cybertech on the Deathlok program, and create a super soldier that will finally destroy Spider-Man."

Alistair ponders this invitation, "You can sit here in this filth and become nothing, or join with me, fulfill your destiny and continue your fathers legacy."

Alistair smiles slightly, a wicked smile full of menace, "Ok, when do we start."

* * *

><p><strong>More Rolling Credits<strong>

* * *

><p>This fan fiction is written and created to exist within the Marvel Cinematic Universe canon. New releases from Marvel may change events or characters within this story which may be updated at a later date when appropriate.<p>

All characters are wholly owned by Marvel Entertainment and are used here only for personal entertainment and not for commercial uses.

Special thanks for the reviews:  
>ShinParker - Dewdropzz<p>

Pegasus spider - Son of Whitebeard

Created in Melbourne, Australia

* * *

><p><strong>New Oscorp Boardroom - Lower Manhattan<strong>

* * *

><p>Osborn enters the newly refurbished boardroom in an Oscorp building in lower manhattan, He passes the rest of the board who stand and greet him, sitting down at the head of the table. He begins the meeting by outlining their breakthrough in transgenic super soldiers, how they acquired Spider-man's blood and will now begin final testing and production of super soldiers.<p>

The board is ecstatic, cheering and grinning, congratulating each other.

"Now that Hammer is out of commission and Stark doesn't sell weapons we have the entire market to ourselves" one board member exclaims with glee. After the excitement dies down Osborn continues.

"After numerous incidents and the damage caused by the recent explosion at Oscorp Tower I have come to an agreement to sell the building." The other members of the board exchange glances of disbelief.

"The cost of rebuilding such an extravagant tower even with the insurance money would be wasteful. But someone who doesn't care about wasting money has agreed to buy it."

The board sit in silence "Who?" one asks.

"Tony Stark, he plans to create the world first arc powered sustainable building" Osborn replies.

"He is our major competitor, what will the business community think? It's the symbol of our company, our success."

"I'm not concerned with symbols, we have more important, real plans. The decision has been made and its final."

Norman then continues outlining how the Cybertech division will be split off from Oscorp as a subsidiary, and Oscorp will cease funding to the A.I.M. think tank as the secret to creating super soldiers has been found.

After the meeting Norman remains in the room alone, looking through files. Mendell Stromm enters the room and sits across from him, "Sir, may I ask, why have you sold Oscorp Tower, I thought it was central to your plans?"

"Yes, it is central to our plans, but we need a power source to activate Octavius' instrument, activate the cube, and protect it from outside attacks. Stark's arc generator will be just the thing."

"But Sir, he's Iron man, surely he'll get in the way?"

"Don't concern yourself with Stark, we have a plan for him, for S.H.I.E.L.D. and for Spider-man."


	15. DVD Extras - Marvel One Shot

New York City rooftop

Spider-man swings through the New York skyline on patrol, it's a quiet night for crime on the streets tonight. He swings down to one of his frequent resting places, where he can catch his breathe. As he walks over the edge of the roof he hears the footsteps of someone else on the roof with him.

"Hello Son, it looks like you've been busy" the figure announces his presence with a deep smooth voice.

Spider-man turns around as the figure emerges from the shadows, dressed all in black, the bald African-American man wears an eye patch on his left eye, its Nick Fury.

"Whooaaa, are you a pirate?" Spider-Man asks cheekily.

"A pirate? Do I look like Captain Hook to you?" Fury replies.

"I've never met a pirate before, where's your parrot?" Spider-man continues giggling to himself. Fury types into a small electronic device, as he does a Quintet rises behind him, disabling its cloaking device.

"That's my parrot" Fury proclaims with a smirk, "whoooaaa what do you feed that thing?" Spider-man asks, "This? This is nothing, you should see my ship."

"You really should" another voice joins the conversation, it's Agent Coulson who steps into the light next to Fury.

"Mr Smith" Spider-man yells with surprise, "Hello again" Coulson replies with a smile.

Fury turns to Coulson with disbelief over his face, "Smith, again?"

"It's generic" Coulson replies with a grin.

Fury turns back to Spider-man, "Agent Coulson, or Smith as you know him, told you that we would leave you alone if you kept a low profile" Fury turns back to Coulson "Is that correct?"

"Yes sir" Coulson replies.

"Does swinging around New York, dressed in blue and red lycra, fighting halloween rejects being blasted all over the news sound like low profile to you?"

"Ah... no but" Spider-man attempts to answer but is then cut off, "I mean there's people wearing Spider-Man t-shirts, caps there's even a Spider-man song."

"There's a song?" Spider-man asks, "Yeah a song, How does it go Coulson?"

Coulson clears his throat, "It's a bit like… Spider-man, Spider-man does what ever a spider can, spins a web any size."

Fury glares at Coulson, "Ok you can stop now."

"Sorry sir."

"Now you see, I'm in a tough position here, my job is to keep people safe from people with powers, and keep them from ever knowing they exist," Fury pauses and stares intensely at Spider-man,"So what are we going to do with you?"

"Hey I'm the good guy, I just want to help people."

Fury glances at Coulson, "I think we should give him a chance" Coulson begins, "He has the power, and the desire to do good."

Fury returns his attention to Spider-man, "We're putting together a group made up of individuals who have special abilities, like yourself." Fury takes a few steps closer to Spider-Man, "And its purpose is to protect people from threats that no one else can."

"A group?"

"The Avengers Initiative, Earth's mightiest heroes working together."

"What kind of a name is Avengers? What are you avenging?

"Well I thought it sounded Badass" Fury replies.

"So would this be a paying gig?"

"That could be arranged, I could speak to accounts and get that set up, after you come in that is."

"And reveal my identity?"

"Yes, we'd need you to reveal your identity."

"Sorry I only take cash, and I don't wear this costume to extenuate my figure, I've seen what you do to 'special' people, like what happened with Flash Thompson."

Fury responds "That was a misunderstanding, if you join our team you will be well looked after."

"Thanks for the offer captain, but I do my best work solo," Coulson and Fury exchange of awkward glances, "I mean solo crime fighting" there is an awkward silence between the three broken by Spider-man, "Anyway gotta fly."

Spider-man swings away from the building leaving Fury and Coulson alone, "Are you sure this is the right call Coulson?"

"Yes sir, he has a good heart and he's too famous to hide."

"Ok, I'll let him go, I don't like you keeping this from me, but I trust your judgement."

"Thank you sir."

"And the fact that the Hulk destroying Harlem has been beamed all over the world, well the time of cover ups and containment is over, it now the time to prepare."

"Prepare for what Sir?" Coulson asks, "Ready for the next time someone comes visiting to this planet."


End file.
